MARAVAI LIFESCIENCES HOLDINGS, INC.

Current report (Form 8-K) · Jun 3, 2026 · Multiple disclosures including restructuring or layoffs and leadership change

Ticker

MRVI

Documents

Primary topic

Restructuring or layoffs

Filed

Jun 3, 2026

Overview Analysis Documents(8)Full text Exhibits(2)

EX-99.1 · finalmaravai-debtrefinance.htm

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EX-99.1

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finalmaravai-debtrefinance.htm

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EX-99.1 · finalmaravai-debtrefinance.htm EX-99.1 3 finalmaravai-debtrefinance.htm EX-99.1 Exhibit 99.1 Maravai LifeSciences Announces Refinancing of Credit Agreement, Extending Maturity to 2032 SAN DIEGO, June 3, 2026 - Maravai LifeSciences Holdings, Inc. (NASDAQ: MRVI), a global provider of life science reagents and services to researchers and biotech innovators, today announced that certain of its subsidiaries have entered into a new credit agreement providing the Company with a $150 million term loan facility and a $30 million revolving credit facility. Borrowings under the new term loan facility, together with approximately $98.5 million of cash on hand, were used to prepay outstanding borrowings under the Company’s prior credit agreement due October 2027. The transaction reduces the Company’s long-term debt from approximately $242.9 million in aggregate outstanding principal to $150.0 million in aggregate outstanding principal and extends the term loan maturity date to June 2032 while maintaining access to additional liquidity through the revolving credit facility. “This refinancing is a sign of our financial strength and positions the Company for long-term success,” said Raj Asarpota, Chief Financial Officer of Maravai LifeSciences. “By materially reducing debt, extending our maturity and transitioning to a more flexible credit structure, we are strengthening our financial foundation while preserving access to capital to support our strategic priorities and future growth initiatives.” Additional details regarding the refinancing transaction are available in the Company’s filings with the U.S. Securities and Exchange Commission. About Maravai Maravai is a leading life sciences company providing critical products to enable the development of drug therapies, diagnostics, and novel vaccines and to support research on human diseases. Maravai’s companies are leaders in providing products and services in the fields of nucleic acid synthesis and biologics safety testing to many of the world’s leading biopharmaceutical, vaccine, diagnostics, and cell and gene therapies companies. For more information about Maravai LifeSciences, visit www.maravai.com . Forward-Looking Statements This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that statements in this press release which are not strictly historical statements constitute forward-looking statements, including, without limitation, statements related to the expected benefits of the refinancing transaction, including debt reduction, liquidity, financial flexibility, maturity extension and future growth opportunities. These and other risks and uncertainties are described in greater detail in the “Risk Factors” section of our most recent Annual Report on Form 10-K, as well as other reports on file with the U.S. Securities and Exchange Commission. Actual results may differ materially from those contemplated by these forward-looking statements, and therefore you should not rely upon them. These forward-looking statements reflect our current views and we do not undertake to update any of these forward-looking statements to reflect a change in its views or events or circumstances that occur after the date hereof except as required by law. Contact Information: Investor Contact: Deb Hart Maravai LifeSciences +1 858-988-5917 ir@maravai.com

Document text

EX-99.1 · finalmaravai-debtrefinance.htm

EX-99.1
 3
 finalmaravai-debtrefinance.htm
 EX-99.1

 Exhibit 99.1

 Maravai LifeSciences Announces Refinancing of Credit Agreement, Extending Maturity to 2032

 SAN DIEGO, June 3, 2026 - Maravai LifeSciences Holdings, Inc. (NASDAQ: MRVI), a global provider of life science reagents and services to researchers and biotech innovators, today announced that certain of its subsidiaries have entered into a new credit agreement providing the Company with a $150 million term loan facility and a $30 million revolving credit facility.
 Borrowings under the new term loan facility, together with approximately $98.5 million of cash on hand, were used to prepay outstanding borrowings under the Company’s prior credit agreement due October 2027.
 The transaction reduces the Company’s long-term debt from approximately $242.9 million in aggregate outstanding principal to $150.0 million in aggregate outstanding principal and extends the term loan maturity date to June 2032 while maintaining access to additional liquidity through the revolving credit facility.
 “This refinancing is a sign of our financial strength and positions the Company for long-term success,” said Raj Asarpota, Chief Financial Officer of Maravai LifeSciences. “By materially reducing debt, extending our maturity and transitioning to a more flexible credit structure, we are strengthening our financial foundation while preserving access to capital to support our strategic priorities and future growth initiatives.”
 Additional details regarding the refinancing transaction are available in the Company’s filings with the U.S. Securities and Exchange Commission.
 About Maravai
 Maravai is a leading life sciences company providing critical products to enable the development of drug therapies, diagnostics, and novel vaccines and to support research on human diseases. Maravai’s companies are leaders in providing products and services in the fields of nucleic acid synthesis and biologics safety testing to many of the world’s leading biopharmaceutical, vaccine, diagnostics, and cell and gene therapies companies.
 For more information about Maravai LifeSciences, visit www.maravai.com .
 Forward-Looking Statements
 This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that statements in this press release which are not strictly historical statements constitute forward-looking statements, including, without limitation, statements related to the expected benefits of the refinancing transaction, including debt reduction, liquidity, financial flexibility, maturity extension and future growth opportunities. These and other risks and uncertainties are described in greater detail in the “Risk Factors” section of our most recent Annual Report on Form 10-K, as well as other reports on file with the U.S. Securities and Exchange Commission. Actual results may differ materially from those contemplated by these forward-looking statements, and therefore you should not rely upon them. These forward-looking statements reflect our current views and we do not undertake to update any of these forward-looking statements to reflect a change in its views or events or circumstances that occur after the date hereof except as required by law.

 Contact Information:

 Investor Contact:
 Deb Hart
 Maravai LifeSciences
 +1 858-988-5917
 ir@maravai.com

EX-10.1 · newcreditagreement.htm

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EX-10.1

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newcreditagreement.htm

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EX-10.1 · newcreditagreement.htm EX-10.1 2 newcreditagreement.htm EX-10.1 EXECUTION VERSION CREDIT AGREEMENT dated as of June 2, 2026 among MARAVAI INTERMEDIATE HOLDINGS, LLC, as the Borrower, MARAVAI TOPCO HOLDINGS, LLC, as Holdings, the Lenders and Issuing Banks party hereto and BSP Agency, LLC, as Administrative Agent and Collateral Agent BENEFIT STREET PARTNERS L.L.C., ARES CAPITAL MANAGEMENT LLC, as Lead Arrangers \| TABLE OF CONTENTS Page SECTION 1.01 Defined Terms 1 SECTION 1.02 Classification of Loans and Borrowings 83 SECTION 1.03 Terms Generally 83 SECTION 1.04 Accounting Terms; GAAP 84 SECTION 1.05 Effectuation of Transactions 84 SECTION 1.06 Limited Condition Transactions 84 SECTION 1.07 Times of Day 85 SECTION 1.08 Timing of Payment or Performance. 85 SECTION 1.09 Certifications. 85 SECTION 1.10 Divisions. 85 SECTION 1.11 The Borrower as Representative. 86 ARTICLE II THE CREDITS 86 SECTION 2.01 Commitments 86 SECTION 2.02 Loans and Borrowings 87 SECTION 2.03 Requests for Borrowings 87 SECTION 2.04 [Reserved]. 88 SECTION 2.05 Letters of Credit 88 SECTION 2.06 Funding of Borrowings 95 SECTION 2.07 Interest Elections 96 SECTION 2.08 Termination and Reduction of Commitments 97 SECTION 2.09 Repayment of Loans; Evidence of Debt 97 SECTION 2.10 Amortization of Term Loans 98 SECTION 2.11 Prepayment of Loans 99 SECTION 2.12 Fees 111 SECTION 2.13 Interest 112 SECTION 2.14 Inability to Determine Rates 113 SECTION 2.15 Increased Costs 114 SECTION 2.16 [Reserved 116 SECTION 2.17 Taxes 116 SECTION 2.18 Payments Generally; Pro Rata Treatment; Sharing of Setoffs 119 SECTION 2.19 Mitigation Obligations; Replacement of Lenders 121 SECTION 2.20 Incremental Credit Extensions 122 SECTION 2.21 Refinancing Amendments 127 SECTION 2.22 Defaulting Lenders 129 SECTION 2.23 Illegality 131 SECTION 2.24 Loan Modification Offers 131 SECTION 2.25 Benchmark Replacement Setting. 133 ARTICLE III REPRESENTATIONS AND WARRANTIES 134 SECTION 3.01 Organization; Powers 134 SECTION 3.02 Authorization; Enforceability 134 SECTION 3.03 Governmental Approvals; No Conflicts 134 SECTION 3.04 No Material Adverse Effect 135 SECTION 3.05 Properties 135 SECTION 3.06 Litigation and Environmental Matters 135 SECTION 3.07 Compliance with Laws. 135 i Page SECTION 3.08 Investment Company Status 135 SECTION 3.09 Taxes 136 SECTION 3.10 ERISA 136 SECTION 3.11 Disclosure 136 SECTION 3.12 Subsidiaries 136 SECTION 3.13 Intellectual Property. 136 SECTION 3.14 Solvency 137 SECTION 3.15 Federal Reserve Regulations 137 SECTION 3.16 USA PATRIOT Act; OFAC and Anti-Corruption 137 SECTION 3.17 Security Documents. 138 SECTION 3.18 Use of Proceeds. 138 ARTICLE IV CONDITIONS 139 SECTION 4.01 Effective Date 139 SECTION 4.02 Conditions to Each Credit Event 140 ARTICLE V AFFIRMATIVE COVENANTS 141 SECTION 5.01 Financial Statements and Other Information 141 SECTION 5.02 Notices of Material Events 144 SECTION 5.03 Information Regarding Collateral 145 SECTION 5.04 Existence; Conduct of Business 145 SECTION 5.05 Payment of Taxes, etc. 145 SECTION 5.06 Maintenance of Properties 145 SECTION 5.07 Insurance 145 SECTION 5.08 Books and Records; Inspection and Audit Rights 146 SECTION 5.09 Compliance with Laws 147 SECTION 5.10 Use of Proceeds and Letters of Credit 147 SECTION 5.11 Additional Collateral; Additional Guarantors 147 SECTION 5.12 Further Assurances 148 SECTION 5.13 Designation of Subsidiaries 148 SECTION 5.14 Certain Post-Closing Obligations 149 SECTION 5.15 Lender Calls. 149 SECTION 5.16 Lines of Business 149 SECTION 5.17 Fiscal Periods 149 ARTICLE VI NEGATIVE COVENANTS 150 SECTION 6.01 Indebtedness; Certain Equity Securities 150 SECTION 6.02 Liens 156 SECTION 6.03 Fundamental Changes 160 SECTION 6.04 Investments, Loans, Advances, Guarantees and Acquisitions 162 SECTION 6.05 Asset Sales 166 SECTION 6.06 [Reserved] 170 SECTION 6.07 Restricted Payments; Certain Payments of Indebtedness 170 SECTION 6.08 Transactions with Affiliates 175 SECTION 6.09 Restrictive Agreements 176 SECTION 6.10 Amendment of Junior Financing; Modifications of Organizational Documents 179 SECTION 6.11 Financial Performance Covenant 179 SECTION 6.12 Passive Holding Company Covenant 179 ii Page ARTICLE VII EVENTS OF DEFAULT 180 SECTION 7.01 Events of Default 180 SECTION 7.02 Right to Cure 183 SECTION 7.03 Application of Proceeds 185 ARTICLE VIII ADMINISTRATIVE AGENT 186 SECTION 8.01 Appointment and Authority 186 SECTION 8.02 Rights as a Lender 187 SECTION 8.03 Exculpatory Provisions 187 SECTION 8.04 Reliance by Administrative Agent and Collateral Agent 189 SECTION 8.05 Delegation of Duties 190 SECTION 8.06 Resignation of Administrative Agent 190 SECTION 8.07 Non-Reliance on Administrative Agent and Other Lenders 191 SECTION 8.08 Erroneous Payments. 193 SECTION 8.09 Administrative Agent May File Proofs of Claim 195 SECTION 8.10 No Waiver; Cumulative Remedies; Enforcement 195 SECTION 8.11 Status of Administrative Agent 196 SECTION 8.12 Secured Cash Management Obligations; Secured Swap Obligations 196 ARTICLE IX MISCELLANEOUS 197 SECTION 9.01 Notices 197 SECTION 9.02 Waivers; Amendments 198 SECTION 9.03 Expenses; Indemnity; Damage Waiver 203 SECTION 9.04 Successors and Assigns 206 SECTION 9.05 Survival 213 SECTION 9.06 Counterparts; Integration; Effectiveness 214 SECTION 9.07 Severability 215 SECTION 9.08 Right of Setoff 215 SECTION 9.09 Governing Law; Jurisdiction; Consent to Service of Process 216 SECTION 9.10 WAIVER OF JURY TRIAL 216 SECTION 9.11 Headings 217 SECTION 9.12 Confidentiality 217 SECTION 9.13 USA PATRIOT Act; Beneficial Ownership 218 SECTION 9.14 Release and Termination of Liens and Guarantees and Additional Borrowers 218 SECTION 9.15 No Advisory or Fiduciary Responsibility 220 SECTION 9.16 Interest Rate Limitation 221 SECTION 9.17 Judgment Currency 221 SECTION 9.18 Intercreditor Agreement 222 SECTION 9.19 Cashless Settlement 222 SECTION 9.20 Acknowledgement and Consent to Bail-In of Affected Financial Institutions 222 SECTION 9.21 Certain ERISA Matters 223 SECTION 9.22 Acknowledgement Regarding any Supported QFCs 224 iii SCHEDULES: Schedule 2.01 — Commitments and Loans Schedule 2.05 — Letter of Credit Commitments Schedule 3.03 — Government Approvals; No Conflicts Schedule 3.06 — Litigation Schedule 3.12 — Subsidiaries Schedule 5.14 — Certain Post-Closing Obligations Schedule 6.01 — Existing Indebtedness Schedule 6.02 — Existing Liens Schedule 6.04 — Existing Investments Schedule 6.08 — Existing Affiliate Transactions Schedule 6.09 — Existing Restrictions Schedule 9.01 — Notices EXHIBITS: Exhibit A — Form of Assignment and Assumption Exhibit B — Form of Guarantee Agreement Exhibit C-1 — Form of Borrowing Request Exhibit C-2 — Form of Letter of Credit Request Exhibit D — [Reserved] Exhibit E — Form of Borrower Joinder Agreement Exhibit F — Form of Intercompany Note Exhibit G — Form of Compliance Certificate Exhibit H-1 — Form of United States Tax Compliance Certificate 1 Exhibit H-2 — Form of United States Tax Compliance Certificate 2 Exhibit H-3 — Form of United States Tax Compliance Certificate 3 Exhibit H-4 — Form of United States Tax Compliance Certificate 4 Exhibit I — Form of Note Exhibit J — Form of Solvency Certificate Exhibit K — Form of Secured Party Designation Notice CREDIT AGREEMENT dated as of June 2, 2026 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “ Agreement ”), among Maravai Intermediate Holdings, LLC, a Delaware limited liability company (the “ Borrower ”), Maravai Topco Holdings, LLC, a Delaware limited liability company (“ Holdings ”), the Lenders and Issuing Banks party hereto from time to time and BSP Agency, LLC (“ BSP ”), in its capacities as Administrative Agent and Collateral Agent. Preliminary Statements : WHEREAS, in connection with the Transactions and to provide for the working capital needs and general corporate purposes (including to finance permitted Investments, acquisitions, capital expenditures and Restricted Payments) of Holdings and its Restricted Subsidiaries, the Borrower has requested that the Lenders extend credit in the form of (a) Initial Term Loans in an aggregate principal amount of $150,000,000 on the Effective Date and (b) Revolving Commitments in an aggregate principal amount of up to $30,000,000 outstanding at any time. WHEREAS, the proceeds of the Loans borrowed on the Effective Date will be used, directly or indirectly, (v) to fund the Transactions, (w) to fund any original issue discount or upfront fees in connection with the Loans, (x) to fund any other Transaction Costs, (y) subject to Section 5.10 , (1) to replace, backstop or cash collateralize existing Letters of Credit outstanding as of the Effective Date and (2) for working capital purposes (including working capital adjustments and/or purchase price adjustments) and (z) for other general corporate purposes. WHEREAS, the Borrower has requested that the Issuing Banks issue Letters of Credit to support certain obligations incurred by the Borrower and the Restricted Subsidiaries. WHEREAS, the Lenders and the Issuing Banks are willing to extend credit to the Borrower on the terms and subject to the conditions set forth herein. NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto covenant and agree as follows: Article I DEFINITIONS Section 1.01 Defined Terms . As used in this Agreement, the following terms have the meanings specified below: “ ABR ” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate. “ ABR Term SOFR Determination Day ” has the meaning assigned to such term in the definition of “Term SOFR Rate”. “ Acceptable Discount ” has the meaning assigned to such term in Section 2.11(a)(iii)(D)(2) . “ Acceptable Prepayment Amount ” has the meaning assigned to such term in Section 2.11(a)(iii)(D)(3) . 1 “ Acceptance and Prepayment Notice ” means an irrevocable written notice from a Term Lender accepting a Solicited Discounted Prepayment Offer to make a Discounted Term Loan Prepayment at the Acceptable Discount specified therein pursuant to Section 2.11(a)(iii)(D) , in form and substance reasonably acceptable to the Auction Agent and the Borrower. “ Acceptance Date ” has the meaning assigned to such term in Section 2.11(a)(iii)(D)(2) . “ Accepting Lenders ” has the meaning assigned to such term in Section 2.24(a) . “ Acquired EBITDA ” means, with respect to any Acquired Entity or Business or any Converted Restricted Subsidiary (any of the foregoing, a “ Pro Forma Entity ”) for any period, the amount for such period of Consolidated EBITDA of such Pro Forma Entity (determined as if references to the Borrower and the Restricted Subsidiaries in the definition of “Consolidated EBITDA” were references to such Pro Forma Entity and its subsidiaries that will become Restricted Subsidiaries), all as determined on a consolidated basis for such Pro Forma Entity. “ Acquired Entity or Business ” has the meaning assigned to such term in the definition of “Consolidated EBITDA”. “ Additional Borrower ” means each direct or indirect, Wholly Owned Domestic Subsidiary of the Borrower that is added, in the sole discretion of the Borrower, as an Additional Borrower hereunder after the Effective Date by executing a Borrower Joinder Agreement in accordance with the terms hereof ( provided that the Borrower shall have delivered written notice to the Administrative Agent at least five (5)) Business Days prior to the execution of any such Borrower Joinder Agreement) and delivering (i) all information that is required by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (it being understood that the Loan Parties shall not be required to provide any beneficial ownership information other than, solely to the extent required by clause (ii) , the Beneficial Ownership Certification) and (ii) the Beneficial Ownership Certification, solely to the extent that the proposed Additional Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, in each case of clauses (i) and (ii) , solely to the extent requested by the Administrative Agent (on behalf of itself or any Lender) at least ten (10) Business Days prior to the date of execution of the applicable Borrower Joinder Agreement. “ Additional Lender ” means any Additional Revolving Lender or any Additional Term Lender, as applicable. “ Additional Revolving Lender ” means, at any time, any bank, financial institution or other institutional lender or investor (other than any natural person) that agrees to provide any portion of any (a) Incremental Revolving Commitment Increase or Additional/Replacement Revolving Commitments pursuant to an Incremental Facility Amendment in accordance with Section 2.20 or (b) Credit Agreement Refinancing Indebtedness in the form of a revolving credit facility pursuant to a Refinancing Amendment in accordance with Section 2.21 ; provided that each Additional Revolving Lender shall be subject to the approval of the Administrative Agent (and, if such Additional Revolving Lender will provide an Incremental Revolving Commitment Increase or any Additional/Replacement Revolving Commitment, each Issuing Bank), in each case only if such consent would be required under Section 9.04(b) for an assignment of Revolving Loans or Revolving Commitments, as applicable, to such bank, financial institution or other institutional lender or investor (such approval in each case not to be unreasonably withheld, conditioned or delayed) and the Borrower. 2 “ Additional Term Lender ” means, at any time, any bank, financial institution or other institutional lender or investor (other than any natural person) that agrees to provide any portion of any (a) Incremental Term Loans pursuant to an Incremental Facility Amendment in accordance with Section 2.20 or (b) Credit Agreement Refinancing Indebtedness in the form of term loans pursuant to a Refinancing Amendment in accordance with Section 2.21 ; provided that each Additional Term Lender shall be subject to the approval of the Administrative Agent if such consent would be required under Section 9.04(b) for an assignment of Term Loans or Term Commitments, as applicable, to such bank, financial institution or other institutional lender or investor (such approval in each case not to be unreasonably withheld, conditioned or delayed) and the Borrower. “ Additional/Replacement Revolving Commitment ” has the meaning assigned to such term in Section 2.20(a) . “ Additional/Replacement Revolving Lender ” means any Lender providing Additional/Replacement Revolving Commitments. “ Administrative Agent ” means BSP Agency, LLC, in its capacity as administrative agent hereunder and under the other Loan Documents, and its permitted successors and permitted assigns in such capacity as provided in Article VIII . “ Administrative Questionnaire ” means an administrative questionnaire in a form supplied by the Administrative Agent. “ Affected Class ” has the meaning assigned to such term in Section 2.24(a) . “ Affected Financial Institution ” means any (a) EEA Financial Institution or (b) UK Financial Institution. “ Affiliate ” means, with respect to a specified Person, another Person that directly or indirectly Controls or is Controlled by or is under common Control with the Person specified; provided that no portfolio company of the Sponsor (other than Holdings and its Subsidiaries) shall be deemed an Affiliate of any Loan Party or of any Subsidiary of any Loan Party for purposes of the Loan Documents. “ Affiliated Debt Fund ” means any Affiliate of Holdings or the Sponsor (other than Holdings or any of its Subsidiaries) that is a bona fide debt fund or an investment vehicle that is engaged in the making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course and with respect to which the Sponsor and investment vehicles managed or advised by the Sponsor that are not engaged primarily in making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course do not make investment decisions for such entity. “ Affiliated Lender ” means, at any time, any Lender that is any Person (other than Holdings or any of its Subsidiaries) contemplated by the definition of “Sponsor” at such time. “ Agent ” means any of the Administrative Agent, the Collateral Agent and any permitted successors and permitted assigns of the foregoing in such capacity, and “ Agents ” means two (2) or more of them. “ Agent Indemnitee ” has the meaning assigned to such term in Section 9.03(b) . 3 “ Agent Parties ” has the meaning assigned to such term in Section 9.01(c) . “ Agreement ” has the meaning assigned to such term in the introductory paragraph hereto. “ Agreement Currency ” has the meaning assigned to such term in Section 9.17 . “ Alternate Base Rate ” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus ½ of 1.00% and (c) the Term SOFR Rate for an Interest Period of one (1) month plus 1.00%. If the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate or the Term SOFR Rate for an Interest Period of one (1) month for any reason, the Alternate Base Rate shall be determined without regard to clause (b) or (c) above, as applicable, until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Term SOFR Rate for an Interest Period of one (1) month shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Term SOFR Rate for an Interest Period of one (1) month, respectively. “ Ancillary Fees ” has the meaning assigned to such term in Section 9.02(g) . “ Applicable Account ” means, with respect to any payment to be made to the Administrative Agent hereunder, the account specified by the Administrative Agent from time to time for the purpose of receiving payments of such type. “ Applicable Discount ” has the meaning assigned to such term in Section 2.11(a)(iii)(C)(2) . “ Applicable Fronting Exposure ” means, with respect to any Person that is an Issuing Bank at any time, the sum of (a) the aggregate amount of all Letters of Credit issued by such Person in its capacity as an Issuing Bank (if applicable) that remains available for drawing at such time and (b) the aggregate amount of all LC Disbursements made by such Person in its capacity as an Issuing Bank (if applicable) that have not yet been reimbursed by or on behalf of the Borrower at such time. “ Applicable Percentage ” means, at any time with respect to (a) any Revolving Lender, the percentage of the aggregate Revolving Commitments represented by such Lender’s Revolving Commitment at such time (or, if the Revolving Commitments have terminated or expired, such Lender’s share of the total Revolving Exposure at that time) and (b) any Issuing Bank, the percentage of the aggregated Letter of Credit Commitments represented by such Issuing Bank’s Letter of Credit Commitment at such time; provided that, at any time any Revolving Lender shall be a Defaulting Lender, “Applicable Percentage” means the percentage of the aggregate Revolving Commitments (disregarding any such Defaulting Lender’s Revolving Commitment) represented by such Lender’s Revolving Commitment. If the Revolving Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Revolving Commitments most recently in effect, giving effect to any assignments pursuant to this Agreement and to any Lender’s status as a Defaulting Lender at the time of determination. “ Applicable Rate ” means with respect to any Initial Term Loan or Revolving Loan: (a) from the Effective Date until the date on which the first Compliance Certificate and the related financial statements are delivered to the Administrative Agent pursuant to Section 5.01(d) , 4 (i) 4.00% per annum , in the case of an ABR Loan, or (ii) 5.00% per annum , in the case of a Term SOFR Loan; and (b) thereafter, the following percentages per annum , based upon the Senior Secured First Lien Net Leverage Ratio as specified in the most recent Compliance Certificate (and related financial statements) delivered to the Administrative Agent pursuant to Section 5.01(d) : Pricing Level Senior Secured First Lien Net Leverage Ratio Term SOFR Loans ABR Loans 1 > 3.00:1.00 5.00% 4.00% 2 ≤ 3.00:1.00 4.75% 3.75% With respect to the Applicable Rate, if any calculation of the Senior Secured First Lien Net Leverage Ratio indicates that the Applicable Rate shall increase or decrease, then on the first (1 st ) Business Day following the date of delivery of the applicable Compliance Certificate (and related financial statements) with such written calculation, the Applicable Rate shall be adjusted in accordance therewith; provided that if an Event of Default relating to failure to deliver a Compliance Certificate (and related financial statements) shall have occurred, then, at the Administrative Agent’s election (made at the direction of the Required Lenders), effective as of the date of such election and continuing through the date as of which such Event of Default is cured or waived, if any, the Applicable Rate shall equal the highest Applicable Rate specified in the pricing table set forth above. In the event that any financial statement or Compliance Certificate delivered pursuant to Sections 5.01(a) , (b) or (d) , as applicable, is inaccurate, and such inaccuracy, if corrected, would have led to the imposition of a higher Applicable Rate for any period than the Applicable Rate applied for that period, then (a) the Borrower shall immediately deliver to the Administrative Agent a corrected financial statement and a corrected Compliance Certificate for that period (the “ Corrected Margin Financials Date ”), (b) the Applicable Rate for such period shall be determined based on the Senior Secured First Lien Net Leverage Ratio set forth in the corrected Compliance Certificate for that period, and (c) the Borrower shall pay to the Administrative Agent (for the account of the applicable Lenders that hold Loans at the time such payment is received, regardless of whether those Lenders held the Loans during the period in which there was an inaccuracy) the accrued additional interest owing as a result of such increased Applicable Rate for that period; provided that, for the avoidance of doubt, such deficiency shall be due and payable as at such Corrected Margin Financials Date, and no Default or Event of Default under Section 7.01(b) shall be deemed to have occurred with respect to such deficiency prior to such date. This paragraph shall not limit the rights of Administrative Agent or the Lenders with respect to Article VII hereof. “ Appropriate Lender ” means, at any time, (a) with respect to Loans of any Class, the Lenders of such Class and (b) with respect to Letters of Credit, (i) the relevant Issuing Banks and (ii) the Revolving Lenders. “ Approved Bank ” has the meaning assigned to such term in the definition of “Permitted Investments”. “ Approved Foreign Bank ” has the meaning assigned to such term in the definition of “Permitted Investments”. 5 “ Approved Fund ” means any Person (other than a natural person) that (a) (i) is (or will be) engaged in making, purchasing, holding or investing in commercial loans and similar extensions of credit in the ordinary course of its activities or (ii) temporarily warehouses loans for any Lender or any Person described in clause (a)(i) above in the ordinary course of its activities and (b) that is administered, advised or managed by (i) a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an Affiliate of an entity that administers, advises or manages a Lender. “ Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any Person whose consent is required by Section 9.04(b) ), substantially in the form of Exhibit A or any other form (including electronic documentation generated by Markit Clear or any other electronic platform) reasonably approved by the Administrative Agent. “ Attachment and Perfection Limitations ” has the meaning assigned to such term in the definition of “Collateral and Guarantee Requirement”. “ Auction Agent ” means (a) the Administrative Agent or (b) any other financial institution or advisor employed by the Borrower (whether or not an Affiliate of the Administrative Agent) to act as an arranger in connection with any Discounted Term Loan Prepayment pursuant to Section 2.11(a)(iii)(A) ; provided that the Borrower shall not designate the Administrative Agent as the Auction Agent without the written consent of the Administrative Agent (it being understood that the Administrative Agent shall be under no obligation to agree to act as the Auction Agent); provided , further , that neither the Borrower nor any of its Affiliates may act as the Auction Agent. “ Available Amount ” means, as of any date of determination, a cumulative amount equal to (without duplication): (a) the greater of (x) $12,500,000 and (y) 35% of Consolidated EBITDA for the Test Period then last ended (the “ Starter Basket ”), plus (b) an amount equal to the Retained Excess Cash Flow of the Borrower and its Restricted Subsidiaries (which shall in no event be less than zero for any period) (the “ Builder Basket ”), plus (c) to the extent not included in Consolidated Net Income, returns, profits, distributions and similar amounts received in cash or Permitted Investments by the Borrower and its Restricted Subsidiaries after the Effective Date on Investments made using the Available Amount and cash received by the Borrower and its Restricted Subsidiaries after the Effective Date from the sale of Investments made using the Available Amount or pursuant to Section 6.04(o) (excluding (x) any returns, profits, distributions and similar amounts paid by any Unrestricted Subsidiaries to the Borrower or any Restricted Subsidiary in respect of the payment of any tax liability of such Unrestricted Subsidiary and (y) any amount applied as an Available Equity Amount), plus (d) Investments of the Borrower or any of the Restricted Subsidiaries in any Unrestricted Subsidiary, non-Subsidiary joint venture or minority investment, in each case, made using the Available Amount that has been re-designated after the Effective Date as a Restricted Subsidiary or that has been merged, amalgamated or consolidated with or into the Borrower or any Restricted Subsidiary after the Effective Date, or the assets of which have been transferred to a Loan Party or any of its Restricted Subsidiaries after the Effective Date (up to the fair market value determined in good faith by the Borrower of the Investments of the Borrower and the Restricted Subsidiaries in such Unrestricted Subsidiary, non-Subsidiary joint venture or minority investment, as applicable, at the time of such re-designation, amalgamation, merger, transfer or consolidation), plus 6 (e) to the extent not included in Consolidated Net Income, dividends, profits, or other distributions, returns on capital or similar amounts received by the Borrower or any Restricted Subsidiary after the Effective Date from an Unrestricted Subsidiary, non-Subsidiary joint venture or minority investment (or from the sale of the assets thereof) (excluding (x) any returns, profits, distributions and similar amounts paid by any Unrestricted Subsidiary to the Borrower or any Restricted Subsidiary in respect of the payment of any tax liability of such Unrestricted Subsidiary and (y) any amount applied as an Available Equity Amount), plus (f) the aggregate amount of any Retained Declined Proceeds and Retained Asset Sale Proceeds to the extent not applied to prepay any pari passu Indebtedness or any Junior Financing, as contemplated by Section 2.11(e) and Section 6.07(b) (which shall in no event be less than zero for any fiscal quarter), (a) in each case, to the extent such amount is Not Otherwise Applied. “ Available Equity Amount ” means a cumulative amount equal to (without duplication): (a) the Net Proceeds of new public or private issuances of Qualified Equity Interests (excluding Qualified Equity Interests the proceeds of which will be applied as Cure Amounts and any Qualified Equity Interests issued pursuant to Section 6.04(o) or in connection with the Equity Contribution) in Holdings or any parent of Holdings after the Effective Date which are contributed to the Borrower after the Effective Date, plus (b) capital contributions received by the Borrower after the Effective Date in cash or Permitted Investments (other than in respect of any Disqualified Equity Interest) and contributions of assets received by the Borrower (equal to the fair market value determined in good faith by the Borrower) after the Effective Date, plus (c) the net cash proceeds received by the Borrower or any Restricted Subsidiary from Indebtedness and Disqualified Equity Interest issuances issued after the Effective Date and which have been exchanged or converted into Qualified Equity Interests of Holdings or the Borrower, plus (d) returns, profits, distributions and similar amounts received in cash or Permitted Investments by the Borrower or any Restricted Subsidiary on Investments made using the Available Equity Amount after the Effective Date, (b) in each case, to the extent such amount is Not Otherwise Applied. “ Available Tenor ” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (a) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement or (b) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark pursuant to this Agreement, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 2.25 . “ Bail-In Action ” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution. “ Bail-In Legislation ” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United 7 Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings). “ Bankruptcy Code ” means Title 11 of the United States Code (11 U.S.C. § 101 et seq.), as amended, or any similar federal or state law for the relief of debtors. “ Basel III ” means (a) the agreements on capital requirements, a leverage ratio and liquidity standards contained in “Basel III: A global regulatory framework for more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer” published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated; and (b) the rules for global systemically important banks contained in “Global systemically important banks: assessment methodology and the additional loss absorbency requirement – Rules text” published by the Basel Committee on Banking Supervision in November 2011 as amended, supplemented or restated; and (c) any further guidance or standards published by the Basel Committee on Banking Supervision relating to “Basel III”. “ Benchmark ” means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.25 . “ Benchmark Replacement ” means the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower giving due consideration to (i) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a rate of interest as a replacement to the Term SOFR Rate for Dollar-denominated syndicated or privately placed credit facilities and (b) the related Benchmark Replacement Adjustment; provided that any such Benchmark Replacement shall be administratively feasible as reasonably determined by the Administrative Agent; provided , further , that if the Benchmark Replacement as so determined would be less than 0.75%, the Benchmark Replacement will be deemed to be 0.75% for the purposes of this Agreement. “ Benchmark Replacement Adjustment ” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated or privately placed credit facilities at such time. “ Benchmark Replacement Date ” means the earliest to occur of the following events with respect to the then-current Benchmark: 8 (a) in the case of clause (a) or (b) of the definition of “Benchmark Transition Event”, the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or (b) in the case of clause (c) of the definition of “Benchmark Transition Event”, the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date. For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof). “ Benchmark Transition Event ” means the occurrence of one or more of the following events with respect to the then-current Benchmark: (a) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); (b) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Board of Governors, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or (c) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative. For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof). “ Benchmark Transition Start Date ” means, in the case of a Benchmark Transition Event, the earlier of (a) the applicable Benchmark Replacement Date and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected 9 date of such prospective event is fewer than ninety (90) days after such statement or publication, the date of such statement or publication). “ Benchmark Unavailability Period ” means, the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.20 and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.25 . “ Beneficial Ownership Certification ” means a customary certification regarding beneficial ownership, as required by the Beneficial Ownership Regulation, which shall be in substantially the same form as the LSTA UBO Form (unless otherwise consented to in writing by the Borrower). “ Beneficial Ownership Regulation ” means 31 C.F.R. §1010.230. “ Benefit Plan ” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”. “ BHC Act Affiliate ” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party. “ Board of Directors ” means, with respect to any Person, (a) in the case of any corporation, the board of directors of such Person or any committee thereof duly authorized to act on behalf of such board, (b) in the case of any limited liability company, the board of managers, board of directors, manager or managing member of such Person or the functional equivalent of the foregoing or any committee thereof duly authorized to act on behalf of such board, manager or managing member, (c) in the case of any partnership, the board of directors or board of managers of such Person or of the general partner of such Person and (d) in any other case, the functional equivalent of the foregoing. “ Board of Governors ” means the Board of Governors of the Federal Reserve System of the United States. “ Borrower ” means, collectively, the Borrower as defined in the introductory paragraph to this Agreement and any Additional Borrower; provided that any Additional Borrower may have its status as a Borrower terminated pursuant to Section 9.14 ; provided, further , that no such termination shall affect (and such notice shall provide that): (a) any obligation of such Additional Borrower as a Loan Guarantor or as a grantor or pledgor under any Loan Document or (b) any Lien granted by such Additional Borrower which Liens, guarantee and obligations shall continue in full force and effect after giving effect to such termination unless otherwise terminated or modified in accordance with the terms hereof. The term “Borrower” shall refer to all Borrowers collectively or each Borrower individually, as the context may require. “ Borrower Joinder Agreement ” means a joinder agreement substantially in the form of the Borrower Joinder Agreement attached as Exhibit E hereto or in such other form agreed by the Administrative Agent, the Required Lenders, and the Borrower. “ Borrower Materials ” has the meaning assigned to such term in Section 5.01 . 10 “ Borrower Offer of Specified Discount Prepayment ” means the offer by the Borrower to make a voluntary prepayment of Term Loans at a Specified Discount to par pursuant to Section 2.11(a)(iii)(B) . “ Borrower Solicitation of Discount Range Prepayment Offers ” means the solicitation by the Borrower of offers for, and the corresponding acceptance, if any, by a Term Lender of, a voluntary prepayment of Term Loans at a specified range at a discount to par pursuant to Section 2.11(a)(iii)(C) . “ Borrower Solicitation of Discounted Prepayment Offers ” means the solicitation by the Borrower of offers for, and the subsequent acceptance, if any, by a Term Lender of, a voluntary prepayment of Term Loans at a discount to par pursuant to Section 2.11(a)(iii)(D) . “ Borrowing ” means Loans of the same Class and Type made, converted or continued on the same date and, in the case of Term SOFR Loans, as to which a single Interest Period is in effect. “ Borrowing Minimum ” means (a) in the case of any Term Loans, $1,000,000 (or, if less, the remaining available commitments in respect of such facility), (b) in the case of a Term SOFR Revolving Borrowing, the lesser of $500,000 and the remaining available Commitments of the applicable Class and (c) in the case of an ABR Revolving Borrowing, the lesser of $250,000 and the remaining available Commitments of the applicable Class. “ Borrowing Multiple ” means (a) in the case of Term Loans, $500,000, (b) in the case of a Term SOFR Revolving Borrowing, $500,000 and (c) in the case of an ABR Revolving Borrowing, $250,000. “ Borrowing Request ” means (a) a written request by the Borrower for a Borrowing in accordance with Section 2.03 in substantially the form of Exhibit C-1 or any other form reasonably approved by the Administrative Agent, and (b) with respect to Letters of Credit, a Letter of Credit Request. “ Builder Basket ” has the meaning assigned to such term in the definition of “Available Amount”. “ Business Day ” means, (a) any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by Requirements of Law to remain closed and (b) as it relates to any Term SOFR Loans, any day that is also a U.S. Government Securities Business Day. “ Capital Lease Obligations ” means, at the time any determination is to be made, the amount of the liability in respect of a Capitalized Lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) prepared in accordance with GAAP (subject to the accounting principles set forth in this Agreement). “ Capital Stock ” means: (a) in the case of a corporation or company, corporate stock or share capital; (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; 11 (c) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); (d) in the case of a trust, beneficial interests or the equivalent thereof; and (e) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person (it being understood and agreed, for the avoidance of doubt, that “cash-settled phantom appreciation programs” in connection with employee benefits that do not require a dividend or distribution shall not constitute Capital Stock). “ Capitalized Leases ” means all leases that have been or are required to be, in accordance with GAAP, recorded as capitalized leases; provided that for all purposes hereunder the amount of obligations under any Capitalized Lease shall be the amount thereof accounted for as a liability in accordance with GAAP (subject to the accounting principles set forth in this Agreement). “ Cash Management Obligations ” means (a) obligations of the Borrower or any Restricted Subsidiary in respect of any overdraft and related liabilities arising from treasury, depository, cash pooling arrangements and cash management services or any automated clearing house transfers of funds and (b) other obligations in respect of netting services, employee credit or purchase card programs and similar arrangements. “ Cash Management Services ” has the meaning assigned to such term in the definition of “Secured Cash Management Obligations”. “ Casualty Event ” means any event that gives rise to the receipt by the Borrower or any Restricted Subsidiary of any insurance proceeds or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such equipment, fixed assets or real property, in each case in an amount exceeding (A) the greater of $3,500,000 and 10% of Consolidated EBITDA for the Test Period then last ended, in the case of any single event or series of related events, and (B) the greater of $7,000,000 and 20% of Consolidated EBITDA for the Test Period then last ended, for all such events during any fiscal year of Holdings. “ CFC ” means a “controlled foreign corporation” within the meaning of Section 957 of the Code. “ Change in Law ” means: (a) the adoption of any rule, regulation, treaty or other law after the date of this Agreement, (b) any change in any rule, regulation, treaty or other law or in the administration, interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) the making or issuance of any request, guideline or directive of any Governmental Authority made or issued after the date of this Agreement; provided that, notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all rules, regulations, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by the United States, Canada, the European Union, United Kingdom or other foreign regulatory authorities, in each case pursuant to Basel III, shall, in each case, be deemed to be a “Change in Law”, to the extent enacted, adopted, promulgated, implemented or issued after the date of this Agreement, but only to the extent such rules, regulations, or published interpretations or directives are applied to the Borrower and its Subsidiaries by the Administrative Agent or any Lender in substantially the same manner as applied to other similarly situated borrowers under comparable credit facilities, including for purposes of Section 2.15 . 12 “ Change of Control ” means: (a) at any time, Holdings ceases to own, directly or indirectly, beneficially or of record, 100% of the issued and outstanding Equity Interests of the Borrower; or (b) any “person” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act as in effect on the Effective Date), other than one or more Permitted Holders or a Holdings Parent, that is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 of the Exchange Act as in effect on the Effective Date) of more than 50% of the total voting power of the Voting Stock of the Borrower; provided that (x) so long as the Borrower is a Subsidiary of any Holdings Parent, no Person shall be deemed to be or become a beneficial owner of more than 50% of the total voting power of the Voting Stock of the Borrower unless such Person shall be or become a beneficial owner of more than 50% of the total voting power of the Voting Stock of such Holdings Parent (other than a Holdings Parent that is a Subsidiary of another Holdings Parent) and (y) any Voting Stock of which any Permitted Holder is the beneficial owner shall not in any case be included in any Voting Stock of which any such Person is the beneficial owner. Notwithstanding the preceding or any provision of Section 13d-3 of the Exchange Act, (i) a Person or group shall not be deemed to beneficially own Voting Stock subject to a stock or asset purchase agreement, merger agreement, option agreement, warrant agreement or similar agreement (or voting or option or similar agreement related thereto) until the consummation of the acquisition of the Voting Stock in connection with the transactions contemplated by such agreement so long as such Person does not have the right to direct the voting of such Voting Stock prior to the consummation of such acquisition, (ii) if any group includes one or more Permitted Holders, the issued and outstanding Voting Stock of the Borrower owned, directly or indirectly, by any Permitted Holders that are part of such group shall not be treated as being beneficially owned by such group or any other member of such group for purposes of determining whether a Change of Control has occurred, (iii) a Person or group will not be deemed to beneficially own the Voting Stock of another Person as a result of its ownership of Voting Stock or other securities of such other Person’s parent entity (or related contractual rights) unless it owns more than 50% of the total voting power of the Voting Stock entitled to vote for the election of directors of such parent entity having a majority of the aggregate votes on the board of directors (or similar body) of such parent entity and (iv) the right to acquire Voting Stock (so long as such Person does not have the right to direct the voting of the Voting Stock subject to such right) or any veto power in connection with the acquisition or disposition of Voting Stock will not cause a party to be a beneficial owner. “ Class ” when used in reference to (a) any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans, Other Revolving Loans, Initial Term Loans, Incremental Term Loans or Other Term Loans, (b) any Commitment, refers to whether such Commitment is a Revolving Commitment, Other Revolving Commitment, Initial Term Commitment or Other Term Commitment and (c) any Lender, refers to whether such Lender has a Loan or Commitment with respect to a particular Class of Loans or Commitments. Other Term Commitments, Other Term Loans, Other Revolving Commitments (and the Other Revolving Loans made pursuant thereto) and Incremental Term Loans that have different terms and conditions shall be construed to be in different Classes. “ Code ” means the Internal Revenue Code of 1986, as amended. “ Collateral ” means any and all assets, whether real or personal, tangible or intangible, on which Liens are purported to be granted pursuant to the Security Documents as security for the Secured Obligations. For the avoidance of doubt, “Collateral” shall not include any Excluded Assets. 13 “ Collateral Agent ” has the meaning assigned to such term in Section 8.01(b) and its permitted successors in such capacity as provided in Article VIII . “ Collateral Agreement ” means that certain Collateral Agreement, to be dated as of the Effective Date, between the Loan Parties and the Collateral Agent, for the benefit of the Collateral Agent and the other Secured Parties. “ Collateral and Guarantee Requirement ” means, at any time subject to any applicable intercreditor agreement, the requirement that: (a) the Administrative Agent shall have received from (i) Holdings, the Borrower (other than in respect of its own Loan Document Obligations) and each of the Restricted Subsidiaries (other than any Excluded Subsidiary) either (x) a counterpart of the Guarantee Agreement duly executed and delivered on behalf of such Person or (y) in the case of any Person that becomes a Loan Party after the Effective Date (including by ceasing to be an Excluded Subsidiary), a supplement to the Guarantee Agreement, in substantially the form specified therein, duly executed and delivered on behalf of such Person and (ii) Holdings, the Borrower and each Subsidiary Loan Party either (x) a counterpart of each applicable Security Document duly executed and delivered on behalf of such Person or (y) in the case of any Person that becomes a Subsidiary Loan Party after the Effective Date (including by ceasing to be an Excluded Subsidiary), either (A) to the extent applicable, a supplement to each applicable Security Document, substantially the form specified therein, duly executed and delivered on behalf of such Person or (B) a Security Document, in each case under this clause (a) together with, in the case of any such Loan Documents executed and delivered after the Effective Date, to the extent reasonably requested by the Collateral Agent or the Required Lenders, documents of the type referred to in Section 4.01(d) within the time periods set forth in Sections 5.11 and 5.12 ; (b) all outstanding Equity Interests of the Borrower and each Restricted Subsidiary (other than any Equity Interests constituting Excluded Assets) owned by or on behalf of any Loan Party, shall have been pledged, charged or otherwise made subject to security pursuant to the applicable Security Document, and, subject to any applicable intercreditor agreements and the other terms of the Security Documents, the Collateral Agent shall have received certificates, if any, representing all such Equity Interests to the extent constituting “certificated securities” under the UCC, together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank, in each case, to the extent required by the applicable Security Document to perfect the security interest therein; (c) if any Pledged Debt Security of Holdings, the Borrower or any Subsidiary in a principal amount of $3,000,000 or more individually, or $6,000,000 or more in the aggregate, is owing by such obligor to any Loan Party and such Pledged Debt Security is evidenced by a promissory note, such promissory note shall be pledged or otherwise secured pursuant to the applicable Security Document, and, subject to any applicable intercreditor agreements and the other terms of the Security Documents, the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank, to the extent required by the applicable Security Document; provided that the foregoing delivery requirement with respect to any intercompany indebtedness constituting a Pledged Debt Security may be satisfied by delivery of an omnibus or global intercompany note (including in the form of intercompany note attached as Exhibit F ) executed by the applicable Loan Parties as payees and the applicable obligors as payors; (d) all certificates, agreements, documents and instruments, including Uniform Commercial Code financing statements and Intellectual Property Security Agreements for filing with the United States Patent and Trademark Office and the United States Copyright Office to the extent required by this Agreement, the Security Documents, Requirements of Law and as reasonably requested by the Collateral Agent or the Required Lenders to be filed, delivered, registered or recorded to create the Liens intended to be created by the Security Documents and perfect such Liens to the extent required by, and with the priority required by, this Agreement, the Security Documents and the other provisions of the term “Collateral and Guarantee Requirement”, shall have been or will be filed, registered or recorded by the Collateral Agent; and 14 (e) within one hundred and twenty (120) days (or such longer period as may be agreed to by the Collateral Agent in its reasonable discretion) after the Effective Date with respect to any Material Real Property owned by a Loan Party on the Effective Date (or, (1) with respect to any Material Real Property acquired by a Loan Party after the Effective Date, within one hundred and twenty (120) days (or such longer period as may be agreed to by the Collateral Agent in its reasonable discretion) after such acquisition and (2) with respect to any Material Real Property owned by a Person who becomes a Loan Party after the Effective Date, within one hundred and twenty (120) days (or such longer period as may be agreed to by the Collateral Agent in its reasonable discretion) after such person becomes a Loan Party), in each case, solely to the extent such Material Real Property does not constitute an Excluded Asset, the Collateral Agent shall have received: (c) (i) counterparts of a Mortgage with respect to each Material Real Property duly executed and delivered by the record owner of such Mortgaged Property; provided that, if a mortgage tax will be owed on the entire amount of the Secured Obligations evidenced hereby, then, to the extent permitted by, and in accordance with, applicable law, the amount of such mortgage tax shall be calculated based on the lesser of (x) the amount of the Secured Obligations allocated to the applicable Mortgaged Property and (y) the estimated fair market value of the Mortgaged Property at the time the Mortgage is entered into, as reasonably determined by the Borrower, which determination shall be conclusive absent manifest error, which in the case of clause (y) will result in a limitation of the Secured Obligations secured by the Mortgage to such amount, (d) (ii) a policy or policies of title insurance (or marked unconditional commitment or title pro-forma to issue such policy or policies) issued by a nationally recognized title insurance company insuring the Lien of each such Mortgage as a first priority Lien on the Mortgaged Property described therein, free of any other Liens except as expressly permitted by Section 6.02 , together with such customary endorsements (but at all times excluding a creditor’s rights endorsement) as the Collateral Agent or the Required Lenders may reasonably request to the extent available in the applicable jurisdiction at commercially reasonable rates (it being agreed that the Collateral Agent shall accept zoning reports from a nationally recognized zoning company in lieu of zoning endorsements to such title insurance policies), in an amount equal to the fair market value of such Mortgaged Property or such lesser amount as reasonably agreed by the Borrower and the Collateral Agent; provided that in no event will the Borrower be required to obtain independent appraisals of such Mortgaged Properties, unless required by FIRREA, (e) (iii) a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination with respect to each Mortgaged Property, (f) (iv) in each case if reasonably requested by the Collateral Agent or the Required Lenders, a customary legal opinion with respect to each such Mortgage, from counsel qualified to opine in each jurisdiction (i) where a Mortgaged Property is located regarding the enforceability of the Mortgage and (ii) where the applicable Loan Party granting the Mortgage on said Mortgaged Property is organized or incorporated, regarding the due authorization, execution and delivery of such Mortgage, and in each case, such other customary matters as may be in form and substance reasonably satisfactory to the Collateral Agent, (g) (v) a new survey or existing survey together with a no change affidavit, or other new survey product, including a Zip Map or an ExpressMap (or an existing survey product with no change affidavit) of such Mortgaged Property, in each case in form acceptable to the title insurance company to issue the title policy and required endorsements 15 without the standard survey exception and in the case of a new survey or new survey product, certified to the Collateral Agent and the title insurance company, and (h) (vi) evidence of payment of title insurance premiums and expenses and all recording, mortgage, transfer and stamp taxes and fees payable in connection with recording the Mortgage, any amendments thereto and any fixture filings, if applicable, in appropriate county land office(s). Notwithstanding the foregoing provisions of this definition or anything in this Agreement or any other Loan Document to the contrary, (a) the foregoing provisions of this definition shall not require the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets of the Loan Parties, or the provision of Guarantees by any Subsidiary, if, and for so long as the Collateral Agent and the Borrower reasonably agree in writing that the cost, burden, difficulty or consequence of creating or perfecting such pledges or security interests in such assets, or obtaining such title insurance, legal opinions or other deliverables in respect of such assets, or providing such Guarantees (taking into account any adverse tax consequences (other than de minimis adverse tax consequences) to Holdings, the Borrower, or any Subsidiary or any of their respective direct or indirect equity holders (including the imposition of withholding or other material taxes), as reasonably determined by the Borrower in consultation with, but without the consent of, the Administrative Agent), is excessive in relation to the benefits to be obtained by the Lenders therefrom; (b) Liens required to be granted from time to time pursuant to the term “Collateral and Guarantee Requirement” shall be subject to exceptions and limitations set forth in this Agreement and the Security Documents; (c) no Loan Party shall be required to enter into control agreements with respect to, or otherwise perfect any security interest by “control” (or similar arrangements) over securities accounts, deposit accounts, commodities accounts, other bank accounts, cash and cash equivalents and accounts related to the clearing, payment processing and similar operations of the Borrower and its Restricted Subsidiaries, or any other assets; (d) in no event shall any Loan Party (other than any Discretionary Guarantor that is a Foreign Subsidiary) be required to complete any filings or take any other action with respect to the perfection of security interests (including with respect to pledges of Equity Interests) in any jurisdiction outside of the United States (or any state thereof or the District of Columbia) or with respect to any assets located or titled under the law outside of the United States (or any state thereof or the District of Columbia), or to perfect or make enforceable any security interests in any such assets (it being understood that all security granted by any Loan Party (other than any Discretionary Guarantor that is a Foreign Subsidiary) (other than Mortgages) shall be governed by the law of the state of New York); (e) in no event shall any Loan Party be required to complete any filings or other action with respect to perfection of security interests in assets subject to certificates of title (including with respect to motor vehicles, airplanes and equipment) beyond the filing of general “all asset” UCC financing statements; (f) other than the filing of general “all asset” UCC financing statements, no perfection shall be required with respect to Pledged Debt Securities in a principal amount of less than $3,000,000 individually, or $6,000,000 in the aggregate; (g) in no event shall any Loan Party be required to (1) enter into source code agreements or escrow agreements or (2) complete any filings or take any other action (including seeking registration of any Intellectual Property) with respect to security interests in Intellectual Property beyond the filing of Intellectual Property Security Agreements with the United States Patent and Trademark Office and the United States Copyright Office (other than, in the case of this clause (2) , any Discretionary Guarantor that is a Foreign Subsidiary); (h) no actions shall be required to perfect a security interest in letter of credit rights (other than the filing of general “all asset” UCC financing statements) or fixtures (other than the filing of UCC financing statements to the extent a Mortgage is required to be delivered with respect to the property to which such fixtures relate under the terms of this Agreement); (i) in no event shall the Administrative Agent, the Collateral Agent or any Lender require that environmental 16 reports be obtained, but any such non-privileged environmental reports that are prepared at the request of the Loan Parties shall be shared with the Administrative Agent (for distribution to the Lenders) if requested; (j) in no event shall any Loan Party be required to seek any notices to or consents of governmental authorities under the Federal Assignment of Claims Act (or any state equivalent thereof); (k) in no event shall any Loan Party be required to deliver landlord waivers, estoppels or collateral access letters; (l) in no event shall the Administrative Agent, the Collateral Agent or any Lender send notices to account debtors or other contractual third-parties unless an Event of Default has not been cured or waived and is continuing and the Administrative Agent or the Collateral Agent has exercised its rights pursuant to Section 7.01 of this Agreement; and (m) in no event shall the Collateral include any Excluded Assets (collectively, the foregoing clauses (a) through (m) , the “ Attachment and Perfection Limitations ”); provided that the Borrower in its sole discretion may elect to undertake any of the Attachment and Perfection Limitations (however, none of the Administrative Agent, the Collateral Agent or any other Secured Party shall be authorized to require such an undertaking). The Collateral Agent may grant extensions of time for the creation and perfection of security interests in or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets or the provision of any Guarantee by any Subsidiary (including extensions beyond the Effective Date or in connection with assets acquired, or Subsidiaries formed or acquired, after the Effective Date) and any other obligations under this definition where it determines that such action cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required to be accomplished by this Agreement (including as set forth on Schedule 5.14 ) or the Security Documents. “ Commitment ” means with respect to any Lender, its Revolving Commitment, Other Revolving Commitment of any Class, Term Commitment, Commitments under any Incremental Term Facility of any Class, Other Term Commitment of any Class or any combination thereof (as the context requires). “ Commitment Fee ” has the meaning assigned to such term in Section 2.12(a) . “ Commodity Exchange Act ” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute. “ Communication ” has the meaning assigned to such term in Section 9.06 . “ Company Refinancing ” has the meaning assigned to such term in the definition of “Transactions”. “ Compliance Certificate ” means the certificate required to be delivered pursuant to Section 5.01(d) and substantially in the form of Exhibit G . “ Conforming Changes ” means, with respect to either the use or administration of any Benchmark or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Alternate Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods and other technical, administrative or operational matters) that the Administrative Agent, in consultation with the Borrower, decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative 17 Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent, in consultation with the Borrower, decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents). “ Consolidated EBITDA ” means, for any period, Consolidated Net Income for such period, plus : (a) without duplication and to the extent deducted (and not added back), other than with respect to clauses (xvi) , (xx) and (xxiii) , in arriving at such Consolidated Net Income, the sum of the following amounts for such period: (a) total interest expense determined in accordance with GAAP and, to the extent not reflected in such total interest expense or added back in computing Consolidated Net Income, the sum of (A) premium payments, fees, charges and related expenses incurred in connection with borrowed money (including capitalized interest) permitted to be incurred hereunder plus (B) the portion of rent expense with respect to such period under Capitalized Leases that is treated as interest expense in accordance with GAAP plus (C) the implied interest component of synthetic leases with respect to such period plus (D) any losses on hedging obligations or other derivative instruments entered into for the purpose of hedging interest rate risk in respect of Indebtedness, net of interest income and gains on such hedging obligations or such derivative instruments plus (E) bank and letter of credit fees and banker’s acceptance fees and costs of surety bonds in connection with financing activities; (b) provision for taxes based on income, profits or capital and sales taxes of the Borrower and its Restricted Subsidiaries, including federal, foreign, state, franchise, excise, and similar taxes paid or accrued during such period (including in respect of repatriated funds) including penalties and interest related to such taxes or arising from any tax examinations; (c) Non-Cash Charges for which there is no cash outlay for such period; (d) any non-cash increase in expenses resulting from the revaluation of inventory (including any impact of changes of inventory valuation policy methods including changes in capitalization of variances), other inventory adjustments or any increase in expenses due to purchase accounting; provided that if any such non-cash charges or other non-cash items represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period; (e) (A) costs and expenses in connection with pre-opening, opening and decommissioning of any business line or facility and costs and expenses related to the closure, relocation, reconfiguration, upgrading, remodeling and/or consolidation of facilities and (B) costs to relocate employees, integration and transaction costs, retention charges, long-term incentive plan payments and expenses (including payments of non-cash compensation made pursuant to any management or employee benefit plan or agreement or any stock subscription or shareholder agreement), severance and contract termination costs (including integration and transaction costs incurred in connection with the Transactions and any other acquisitions); (f) extraordinary, exceptional, infrequent, unusual, one time or non-recurring charges, items, expenses or losses (including any unusual or non-recurring operating expenses directly attributable to the implementation of cost savings initiatives), integration costs, severance costs, retention costs and other business organization expenses (including related to new system design and implementation, recruiting and signing bonuses and expenses, costs), recruiting costs and fees, signing fees, expenses, costs and bonuses, retention costs, contract termination costs, 18 costs related to the implementation of operational and reporting systems and technology initiatives and strategic initiatives, consulting fees and expenses, any one time expense relating to enhanced accounting function, Transaction Costs or other transaction costs (including those associated with becoming a public company or integrating systems), business optimization expenses relating to any decommissioning or reconfiguration of fixed assets for alternative use, costs incurred in connection with acquisitions, integration expenses, and non-recurring Intellectual Property development, internal costs in respect of strategic initiatives and curtailments or modifications to pension and post-retirement employee benefit plans (including any settlement of pension liabilities), Public Company Costs and charges, costs and expenses relating to any epidemiological pandemic or actions taken in connection therewith or in response thereto; (g) restructuring costs, charges, accruals or reserves (including restructuring, retention, relocation, recruiting, severance and integration costs related to the Transactions and other acquisitions and adjustments to existing reserves) and any other costs, charges, accruals, reserves or expenses attributable to the undertaking and/or implementation of the items listed in clauses (b)(i) and (b)(ii) below, whether or not classified as restructuring expense on the consolidated financial statements; (h) the amount of any non-controlling interest consisting of income attributable to non-controlling interests of third parties in any Non-Wholly Owned Restricted Subsidiary deducted (and not added back in such period) in calculating Consolidated Net Income but only to the extent such income is received in cash by the Borrower or any Restricted Subsidiary; (i) (A) [reserved] and (B) the amount of expenses relating to payments made to option holders of Holdings or any Holdings Parent in connection with, or as a result of, any distribution being made to shareholders of such Person or its direct or indirect parent companies, which payments are being made to compensate such option holders as though they were shareholders at the time of, and entitled to share in, such distribution, in each case to the extent permitted by the Loan Documents; (j) all net after-tax, loss, expense or charge from sold, abandoned, closed or discontinued operations and any net after-tax loss on any asset sale or the disposal of abandoned, closed or discontinued operations (and all related expenses); (k) any non-cash loss attributable to the mark to market movement in the valuation of any Equity Interests, and hedging obligations or other derivative instruments (in each case, including pursuant to Financial Accounting Standards Codification No. 815—Derivatives and Hedging but only to the extent the cash impact resulting from such loss has not been realized); (l) any loss relating to amounts paid in cash prior to the stated settlement date of any hedging obligation that has been reflected in Consolidated Net Income for such period; (m) any gain relating to hedging obligations associated with transactions realized in the current period that has been reflected in Consolidated Net Income in prior periods and excluded from Consolidated EBITDA pursuant to clauses (d)(iv) and (d)(v) below; (n) any costs or expenses incurred by the Borrower or any Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement, any severance agreement or any stock subscription or shareholder agreement, to the extent that such costs or expenses are non-cash (with no future cash outlay expected) or otherwise funded with cash proceeds contributed to the capital of the Borrower or Net Proceeds of an issuance of Equity Interests of Holdings (other than Disqualified Equity Interests); (o) any net pension or other post-employment benefit costs representing amortization of unrecognized prior service costs, actuarial losses, including amortization of such amounts arising in prior periods, amortization of the unrecognized net obligation (and loss or cost) existing 19 at the date of initial application of FASB Accounting Standards Codification 715, and any other items of a similar nature; (p) addbacks and adjustments (w) set forth in the Sponsor Model (together with any additional updates or modifications thereto as reasonably agreed between the Sponsor and the Required Lenders), (x) set forth in any quality of earnings report that is provided to the Administrative Agent (for distribution to the Lenders) and prepared by a “big four” accounting firm or any other nationally recognized accounting firm (or other accounting firm reasonably acceptable to the Administrative Agent) in connection with the Transactions or any permitted acquisition that occurs after the Effective Date (each, a “ QofE ”), (y) consistent with Regulation S-X (as in effect immediately prior to January 1, 2021) or (z) identified and agreed to in writing by the Required Lenders; (q) start-up costs (including entry into new markets and/or channels, sale pilots and new product launches, and new service offerings); provided that addbacks under this clause (a)(xvii) (when taken together with any addbacks pursuant to clauses (b)(i) and (b)(ii) below and in the definitions of “Pro Forma Adjustment” or “Pro Forma Disposal Adjustment”) shall not exceed 35% of Consolidated EBITDA as of the last day of the most recently ended Test Period (calculated after giving effect to all addbacks and adjustments) (it being understood that such 35% cap shall not apply to any addbacks or adjustments under this clause (a)(xvii) that are (A) in relation to the Transactions or (B) set forth in the Sponsor Model or any QofE); (r) (x) costs incurred in connection with strategic initiatives, strategic growth investments and reorganization costs and expenses, (y) costs to support implementation of operational and reporting systems and (z) costs to support non-recurring technology initiatives; (s) charges, losses or expenses to the extent (x) actually indemnified, or insured or reimbursed or otherwise paid in cash by a third party or (y) expected by the Borrower to be indemnified or reimbursed by a third party within twelve (12) months of such determination (with a deduction in the applicable future period for any amounts so added back to the extent not so indemnified or reimbursed within such twelve (12) month period); (t) solely for purposes of determining compliance with the Financial Performance Covenant in respect of any period which includes the exercise of a Cure Right (but not for the determination of the Senior Secured First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio or the Total Net Leverage Ratio for any other purposes), any Cure Amount; (u) [reserved]; (v) [reserved]; and (w) to the extent that any Holdings Parent Specified Expenses would have been added back to Consolidated EBITDA pursuant to clauses (a)(i) through (xxii) above had such charge, tax or expense been incurred directly by Holdings, such Holdings Parent Specified Expenses; plus (a) (a) the amount of cost savings, business optimization, operating expense reductions, other operating improvements and “run rate” synergies (other than revenue synergies) projected by the Borrower to be realized in connection with any operational changes and/or operational initiatives (including from the Transactions, any Specified Transaction or any other acquisition, Investment or disposition (including the termination or discontinuance of activities constituting a business) permitted under this Agreement), to the extent projected by the Borrower in good faith to result from actions taken or with respect to which substantial steps have been taken or are 20 expected to be taken, in each case on or prior to the date that is twenty-four (24) months after the applicable date of determination, net of the amount of actual benefits realized from such actions; provided that (A) a Financial Officer shall certify in a Compliance Certificate that in its good faith judgment, such cost savings, business optimization, operating expense reductions, other operating improvements and synergies are reasonably identifiable, factually supportable and anticipated to be realized and (B) no cost savings, operating expense reductions, other operating improvements or synergies shall be added pursuant to this clause (b)(i) that are duplicative of amounts included in clauses (a)(vi) and (a)(vii) above, clause (b)(ii) below or in the definitions of “Pro Forma Adjustment” or “Pro Forma Disposal Adjustment”; provided , further , that addbacks under this clause (b)(i) (when taken together with any addbacks pursuant to clauses (b)(ii) below and clause (a)(xvii) above and in the definitions of “Pro Forma Adjustment” or “Pro Forma Disposal Adjustment”) shall not exceed 35% of Consolidated EBITDA as of the last day of the most recently ended Test Period (calculated after giving effect to all addbacks and adjustments) (it being understood that such 35% cap shall not apply to any addbacks or adjustments under this clause (b)(i) that are (A) in relation to the Transactions or (B) set forth in the Sponsor Model or any QofE); (b) the amount of cost savings, business optimization, operating expense reductions, other operating improvements and “run rate” synergies (other than revenue synergies) projected by the Borrower to be realized in connection with any actions, including optimization actions and new and amended contracts, to the extent projected by the Borrower in good faith to result from actions taken or with respect to which substantial steps have been taken or are expected to be taken, in each case on or prior to the date that is twenty-four (24) months after the applicable date of determination, net of the amount of actual benefits realized from such actions; provided that (A) a Financial Officer shall certify in a Compliance Certificate that in its good faith judgment, such cost savings, business optimization, operating expense reductions, other operating improvements and synergies are reasonably identifiable, factually supportable and anticipated to be realized and (B) no cost savings, operating expense reductions, other operating improvements or synergies shall be added pursuant to this clause (b)(ii) that are duplicative of amounts included in clauses (a)(vi) , (a)(vii) and (b)(i) above or in the definitions of “Pro Forma Adjustment” or “Pro Forma Disposal Adjustment”; provided , further , that addbacks under this clause (b)(ii) (when taken together with any addbacks pursuant to clauses (a)(xvii) and (b)(i) above and in the definitions of “Pro Forma Adjustment” or “Pro Forma Disposal Adjustment”) shall not exceed 35% of Consolidated EBITDA as of the last day of the most recently ended Test Period (calculated after giving effect to all addbacks and adjustments) (it being understood that such 35% cap shall not apply to any addbacks or adjustments under this clause (b)(ii) that are (A) in relation to the Transactions or (B) set forth in the Sponsor Model or any QofE); (c) costs, charges, accruals, reserves or expenses (including rationalization, legal, tax, structuring, financial advisory, investment banking, any transaction or retention bonus or similar payment and fees, costs and expenses of any counsel, consultants or other advisors and other costs and expenses) attributable to the undertaking and/or implementation of the Transactions, any Specified Transaction or any of the items listed in clauses (b)(i) and (b)(ii) above, whether or not consummated; plus (a) without duplication of the addback set forth in clause (a)(xix) above, to the extent covered by business interruption insurance and actually reimbursed or otherwise paid in cash, expenses or losses relating to business interruption or, so long as the Borrower has made a determination that a reasonable basis exists for indemnification or reimbursement and only to the extent that such amount expected to be indemnified or reimbursed within 365 days of such determination (with a deduction in the applicable future period for any amount so added back to the extent not so indemnified or reimbursed within such 365 days); less 21 (b) without duplication and to the extent included in arriving at such Consolidated Net Income, the sum of the following amounts for such period: (a) extraordinary, unusual or non-recurring gains; (b) non-cash gains; (c) gains on asset sales, disposals or abandonments (other than asset sales, disposals or abandonments in the ordinary course of business); (d) any non-cash gain attributable to the mark to market movement in the valuation of any Equity Interests, and hedging obligations or other derivative instruments (in each case, including pursuant to Financial Accounting Standards Codification No. 815—Derivatives and Hedging but only to the extent the cash impact resulting from such gain has not been realized); (e) any gain relating to amounts received in cash prior to the stated settlement date of any hedging obligation that has been reflected in Consolidated Net Income in such period; (f) the amount of any minority interest income consisting of losses attributable to minority interests or non-controlling interests in any Non-Wholly Owned Restricted Subsidiary; (g) [reserved]; and (h) any loss relating to hedging obligations associated with transactions realized in the current period that has been reflected in Consolidated Net Income in prior periods and excluded from Consolidated EBITDA pursuant to clauses (a)(xi) and (a)(xii) above; in each case, as determined on a consolidated basis for the Borrower and the Restricted Subsidiaries in accordance with GAAP; provided that: 1. to the extent included in Consolidated Net Income, there shall be excluded in determining Consolidated EBITDA for any period any adjustments resulting from the application of Financial Accounting Standards Codification No. 815—Derivatives and Hedging, 2. there shall be included in determining Consolidated EBITDA for any period, without duplication, (A) to the extent not included in Consolidated Net Income or added back to Consolidated Net Income in the calculation of Consolidated EBITDA pursuant to clause (a)(xvi)(y) of the definition of “Consolidated EBITDA”, the Acquired EBITDA of any Person, business, line of business, division, business unit or asset acquired by the Borrower or any Restricted Subsidiary during such period (other than any Unrestricted Subsidiary) to the extent not subsequently sold, transferred or otherwise disposed of (but not including the Acquired EBITDA of any related Person, property, business, line of business, division, business unit or assets to the extent not so acquired) (each such Person, property, business, line of business, division, business unit or asset acquired, including pursuant to the Transactions or pursuant to a transaction consummated prior to the Effective Date, and not subsequently so disposed of, an “ Acquired Entity or Business ”), and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (each, a “ Converted Restricted Subsidiary ”), in each case based on the Acquired EBITDA of such Pro Forma Entity for such period (including the portion thereof occurring prior to such acquisition or conversion) determined on a historical Pro Forma Basis and (B) an adjustment equal to the amount of the Pro Forma Adjustment for such period (including the portion thereof occurring prior to such acquisition or conversion), subject to the limitations set forth in clause (b) above; 22 3. there shall be (A) to the extent included in Consolidated Net Income, excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business, line of business, division, business unit or asset (other than any Unrestricted Subsidiary) sold, transferred or otherwise disposed of, closed or classified as discontinued operations in accordance with GAAP (other than (x) if so classified on the basis that it is being held for sale unless such sale has actually occurred during such period and (y) for periods prior to the applicable sale, transfer or other disposition, if the Disposed EBITDA of such Person, property, business, line of business, division, business unit or asset is positive ( i.e. , if such Disposed EBITDA is negative, it shall be added back in determining Consolidated EBITDA for any period)) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business, line of business, division, business unit or asset so sold, transferred or otherwise disposed of, closed or classified, a “ Sold Entity or Business ”), and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each, a “ Converted Unrestricted Subsidiary ”), in each case based on the Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer, disposition, closure, classification or conversion) determined on a historical Pro Forma Basis and (B) to the extent not included in Consolidated Net Income, included in determining Consolidated EBITDA for any period in which a Sold Entity or Business is disposed, an adjustment equal to the Pro Forma Disposal Adjustment with respect to such Sold Entity or Business (including the portion thereof occurring prior to such disposal); and 4. to the extent included in Consolidated Net Income, there shall be excluded in determining Consolidated EBITDA any expense (or income) as a result of adjustments recorded to contingent consideration liabilities relating to the Transactions or any Permitted Acquisition (or other Investment permitted hereunder). For purposes of this Agreement for any Test Period ending on or prior to December 31, 2026, Consolidated EBITDA shall be deemed to equal: (a) $3,220,000 for the fiscal quarter ended June 30, 2025; (b) $3,220,000 for the fiscal quarter ended September 30, 2025; (c) $3,220,000 for the fiscal quarter ended December 31, 2025; and (d) $25,940,000 for the fiscal quarter ended March 31, 2026; (e) it being understood that such amounts are subject to adjustments pursuant to the foregoing clauses of the definition of “Consolidated EBITDA”, and to the extent otherwise contemplated in this Agreement, in connection with any Pro Forma Adjustment, Pro Forma Disposal Adjustment or any calculation on a Pro Forma Basis. “ Consolidated Funded Indebtedness ” means (x) the outstanding principal amount of all Indebtedness of the type described in clauses (a) , (b) (but excluding surety bonds, performance bonds or other similar instruments), (d) and (g) of the definition of “Indebtedness” (and, without duplication, any Indebtedness of the type described in clause (f) of the definition of “Indebtedness”) to the extent related to the foregoing of a Person and its Restricted Subsidiaries on a consolidated basis in accordance with GAAP (but (1) excluding the effects of any discounting of Indebtedness resulting from the application of purchase accounting in connection with the Transactions or any acquisition and (2) any Indebtedness that is issued at a discount to its initial principal amount shall be calculated based on the entire stated principal amount thereof, without giving effect to any discounts or upfront payments), excluding obligations in 23 respect of bank guarantees and guarantees on first demand, in each case, except to the extent of unreimbursed amounts thereunder, (y) all purchase money Indebtedness and (z) all drawn letters of credit (to the extent of any unreimbursed amounts thereunder that remain outstanding for at least three (3) Business Days). For the avoidance of doubt, it is understood that obligations (i) under Swap Agreements and cash management agreements and (ii) owed by Unrestricted Subsidiaries, do not constitute Consolidated Funded Indebtedness. “ Consolidated Net Income ” means, for any period, the net income (loss) of the Borrower and its Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, excluding, without duplication, (a) the cumulative effect of a change in accounting principles during such period; (b) any accruals, payments, fees, costs and expenses (including rationalization, legal, tax, structuring, financial advisory, investment banking, any transaction or retention bonus or similar payment and fees, costs and expenses of any counsel, consultants or other advisors and other costs and expenses) incurred during such period, or any amortization thereof for such period, in connection with the Transactions (including the Transaction Costs), any Specified Transactions, any non-recurring costs to acquire equipment to the extent not capitalized in accordance with GAAP, Investments (including any earn-outs), Restricted Payments, Dispositions, recapitalization, issuances of Indebtedness or Equity Interests (including any initial public offering) or repayment of debt, refinancing transactions or amendment or other modification of any debt instrument, and restructurings, workouts and extensions and refinancings of any of the foregoing, non-competition agreements, one-time accruals, up-front fees, financing fees, commitment fees, costs, expenses or premiums related to any repayment of debt, issuance of equity securities, refinancing transaction or amendment or other modification of or waiver or consent relating to any debt instrument (in each case, including the Transaction Costs and any such transaction consummated prior to the Effective Date and any such transaction undertaken but not completed and including costs and expenses of the Administrative Agent and Lenders that are reimbursed and fees paid to the Permitted Holders) and any charges or non-recurring merger or amalgamation costs incurred during such period as a result of any such transaction, in each case whether or not successful (including, for the avoidance of doubt, the effects of expensing all transaction-related expenses in accordance with FASB Accounting Standards Codification 805 and gains or losses associated with FASB Accounting Standards Codification 460); (c) any income (loss) for such period attributable to the early extinguishment or cancellation of Indebtedness, hedging agreements or other derivative instruments; (d) accruals and reserves that are established or adjusted as a result of the Transactions or any Permitted Acquisition or other Investment not prohibited under this Agreement in accordance with GAAP (including any adjustment of estimated payouts on earn-outs) or changes as a result of the adoption or modification of accounting policies during such period; (e) any income (loss) attributable to deferred compensation plans or trusts; (f) stock-based award compensation expenses; (g) the amount of any expense required to be recorded as compensation expense related to contingent transaction consideration; and (h) non-cash and unrealized currency translation gains and losses related to currency remeasurements of assets, liabilities or indebtedness (including the net loss or gain resulting from hedging agreements for currency exchange risk and revaluations of intercompany balances). 24 There shall be included in Consolidated Net Income, without duplication, (i) the Consolidated Net Income of any Unrestricted Subsidiary for the applicable period, solely to the extent of any dividends or other distributions received in cash or other Permitted Investments from such Unrestricted Subsidiary and (ii) the effects from applying acquisition method accounting, including applying acquisition method accounting to inventory, property and equipment, loans and leases, software and other intangible assets and deferred revenue (including deferred costs related thereto) required or permitted by GAAP and related authoritative pronouncements (including the effects of such adjustments pushed down to the Borrower and its Restricted Subsidiaries), as a result of the Transactions, any acquisition or Investment consummated prior to the Effective Date and any Permitted Acquisitions (or other Investment not prohibited hereunder) or the amortization or write-off of any amounts thereof. “ Consolidated Working Capital ” means, at any date, an amount equal to the difference (which may be negative) of (a) the sum of all amounts (other than cash and Permitted Investments) that would, in conformity with GAAP, be set forth opposite the caption “total current assets” (or any like caption) on a consolidated balance sheet of the Borrower and its Restricted Subsidiaries at such date, excluding the current portion of deferred income taxes minus (b) the sum of all amounts that would, in conformity with GAAP, be set forth opposite the caption “total current liabilities” (or any like caption) on a consolidated balance sheet of the Borrower and its Restricted Subsidiaries on such date, but excluding, without duplication, (i) the current portion of any Funded Debt, (ii) all Indebtedness consisting of Loans and obligations under Letters of Credit and Capital Lease Obligations to the extent otherwise included therein, (iii) the current portion of interest, (iv) the current portion of current and deferred income taxes, (v) accrual of any costs or expenses related to restructuring reserves, (vi) the current portion of pension liabilities and (vii) deferred revenue; provided that for purposes of calculating Excess Cash Flow, increases or decreases in working capital shall exclude (I) the impact of non-cash adjustments contemplated in the Excess Cash Flow calculation, (II) the impact of adjusting items in the definition of “Consolidated Net Income” and (III) any changes in current assets or current liabilities as a result of (x) the effect of fluctuations in the amount of accrued or contingent obligations, assets or liabilities under hedging agreements or other derivative obligations or (y) any reclassification in accordance with GAAP of assets or liabilities, as applicable, between current and noncurrent. “ Contract Consideration ” has the meaning assigned to such term in the definition of “Excess Cash Flow”. “ Contribution Indebtedness ” means Indebtedness of the Borrower or any Restricted Subsidiary in an aggregate principal amount not greater than the aggregate amount of capital contributions in cash or Permitted Investments (other than in respect of any Disqualified Equity Interest, and Qualified Equity Interests constituting Cure Amounts) received by the Borrower or any Restricted Subsidiary after the Effective Date and Not Otherwise Applied to the Available Amount or the Available Equity Amount. “ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “ Controlling ” and “ Controlled ” have meanings correlative thereto. “ Control Investment Affiliate ” means, as to any Person, any other Person that (a) directly or indirectly, is in control of, is controlled by, or is under common control with, such Person and (b) is organized by such Person primarily for the purpose of making equity investments in one or more companies. 25 “ Converted Restricted Subsidiary ” has the meaning assigned to such term in the definition of “Consolidated EBITDA”. “ Converted Unrestricted Subsidiary ” has the meaning assigned to such term in the definition of “Consolidated EBITDA”. “ Copyright ” has the meaning assigned to such term in the Collateral Agreement. “ Corrected Margin Financials Date ” has the meaning assigned to such term in the definition of “Applicable Rate”. “ Covenant Period ” means any Test Period (commencing with the Test Period ending on the last day of the second full fiscal quarter ending after the Effective Date) solely to the extent that, as of the last day of such Test Period, the aggregate amount of Revolving Exposures (excluding all undrawn Letters of Credit (whether or not cash collateralized)) is equal to or greater than 40.0% of the aggregate amount of Revolving Commitments then in effect. “ Covered Entity ” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “ Covered Party ” has the meaning assigned to such term in Section 9.22 . “ Credit Agreement Refinancing Indebtedness ” means Indebtedness issued, incurred or otherwise obtained by the Borrower or another Loan Party (including by means of the extension or renewal of existing Indebtedness) in exchange for, or to extend, renew, replace or refinance, in whole or part, existing Term Loans or Revolving Loans (or unused Revolving Commitments) (such Indebtedness, “ Refinanced Debt ”); provided that such exchanging, extending, renewing, replacing or refinancing Indebtedness (a) is in an original aggregate principal amount not greater than the aggregate principal amount of the Refinanced Debt ( plus any premium, original issue discount and upfront fees, accrued interest and fees and expenses incurred in connection with such exchange, extension, renewal, repayment, replacement or refinancing and the incurrence of such new Credit Agreement Refinancing Indebtedness) plus additional amounts to the extent otherwise permitted to be incurred under this Agreement pursuant to Section 6.01 (which additional amounts, for the avoidance of doubt, shall constitute a utilization of the relevant basket or exception pursuant to which such additional amount is permitted to be incurred), (b) (i) (except in the case of customary bridge loans, escrow or other similar arrangements which subject to customary conditions, would either automatically be converted into or required to be exchanged for permanent refinancing or extended so such facility does not mature prior to the maturity date of the Refinanced Debt) does not mature earlier than or, except in the case of Revolving Commitments, have a Weighted Average Life to Maturity shorter than the Refinanced Debt, (ii) if such Indebtedness is unsecured or secured by the Collateral on a junior lien basis to the Secured Obligations, does not have scheduled amortization or required payments of principal in greater amounts or at greater frequency than the Refinanced Debt prior to the maturity date of the Refinanced Debt (except in the case of customary bridge loans, escrow or other similar arrangements which subject to customary conditions, would either automatically be converted into or required to be exchanged for permanent refinancing or extended so such facility does not mature prior to the maturity date of the Refinanced Debt) (except for customary payments in respect of asset sales, insurance and condemnation proceeds events, change of control or similar events and “AHYDO catch-up payments” and offers to purchase or acceleration upon an event of 26 default) and (iii) if such Indebtedness is with respect to Refinanced Debt consisting of Revolving Commitments, does not require scheduled amortization or mandatory commitment reductions prior to the latest Maturity Date of such Refinanced Debt, (c) shall not be guaranteed by any Restricted Subsidiary that is not, or that does not substantially concurrently become, a Loan Party, (d) in the case of any secured Indebtedness, is (i) not secured by any assets not securing the Secured Obligations and (ii) subject to the relevant Intercreditor Agreement(s), (e) if the Refinanced Debt was (1) contractually subordinated to the Loan Document Obligations in right of payment, such Credit Agreement Refinancing Indebtedness shall be contractually subordinated to the Loan Document Obligations on subordination terms (taken as a whole) at least as favorable to the Lenders as those contained in the documentation governing the Refinanced Debt or otherwise reasonably satisfactory to the Administrative Agent, (2) contractually subordinated to the Loan Document Obligations in right of security, such Credit Agreement Refinancing Indebtedness shall be contractually subordinated to the Loan Document Obligations on subordination terms (taken as a whole) at least as favorable to the Lenders as those contained in the documentation governing the indebtedness refinanced or otherwise reasonably satisfactory to the Administrative Agent or be unsecured, and/or (3) unsecured, such Credit Agreement Refinancing Indebtedness shall be unsecured, (f) solely in the case such Credit Agreement Refinancing Indebtedness is pari passu in right of payment and security with the Initial Term Loans, such Credit Agreement Refinancing Indebtedness may participate on a pro rata basis (or on less than a pro rata basis if the Borrower and the Lenders thereunder elect lesser payments) (but not greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, (g) in the case of any Credit Agreement Refinancing Indebtedness that is a revolving credit facility, may provide for the ability to participate (x) with respect to borrowings and repayments on a pro rata basis or less than pro rata basis (but not greater than pro rata basis) with other then-outstanding Classes of Revolving Commitments and (y) with respect to permanent repayments and terminations of revolving commitments, on a pro rata basis or less than a pro rata basis and (h) has covenants and events of default (excluding, for the avoidance of doubt, pricing, interest rate margins, rate floors, discounts, fees, collateral, guarantees, premiums and prepayment or redemption provisions) that are not materially more favorable (when taken as a whole) to the lenders or investors providing such Indebtedness than the covenants and events of default of this Agreement (when taken as a whole) are to the Lenders (unless (x) such covenants or other provisions are applicable only to periods after the maturity date of the Refinanced Debt at the time of such refinancing, (y) the Lenders also receive the benefit of such more favorable covenants and events of default (together with, at the election of the Borrower, any applicable “equity cure” provisions with respect to any financial maintenance covenant) (it being understood that, to the extent that any covenant, event of default or guarantee is added or modified for the benefit of any such Indebtedness, no consent shall be required by the Administrative Agent or any of the Lenders if such covenant, event of default or guarantee is (i) also added or modified for the benefit of any corresponding Loans remaining outstanding after the issuance or incurrence of such Indebtedness, or (ii) only applicable after the Latest Maturity Date at the time of such refinancing ( provided that the Borrower may, in its sole discretion, deliver a certificate of a Responsible Officer of the Borrower to the Administrative Agent at least five (5) Business Days prior to the incurrence of such indebtedness, together with a reasonably detailed description of the material terms and conditions of such resulting Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement, and such certificate shall be conclusive evidence that such terms and conditions satisfy the requirement of this clause (h)(y) unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that the Required Lenders disagree with such determination)) or (z) such terms and conditions are reasonably satisfactory to the Administrative Agent). For the avoidance of doubt, it is understood and agreed that (x) notwithstanding anything in this Agreement to the contrary, in the case of any Indebtedness incurred to modify, refinance, refund, extend, renew or replace Indebtedness initially incurred in reliance on and measured by reference to a percentage of Consolidated EBITDA at the time of incurrence, and such modification, refinancing, refunding, 27 extension, renewal or replacement would cause the percentage of Consolidated EBITDA to be exceeded if calculated based on the percentage of Consolidated EBITDA on the date of such modification, refinancing, refunding, extension, renewal or replacement, such percentage of Consolidated EBITDA restriction shall not be deemed to be exceeded so long as such incurrence otherwise constitutes “Credit Agreement Refinancing Indebtedness” and (y) such Credit Agreement Refinancing Indebtedness shall not be subject to any “most favored nation” pricing provisions. “ Cure Amount ” has the meaning assigned to such term in Section 7.02(a) . “ Cure Right ” has the meaning assigned to such term in Section 7.02(a) . “ Cure Termination Date ” has the meaning assigned to such term in Section 7.02(a) . “ Debtor Relief Laws ” means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, examinership or similar debtor relief laws of the United States, or other applicable jurisdictions (domestic or foreign) from time to time in effect and affecting the rights of creditors generally. “ Default ” means any event or condition that constitutes an Event of Default or that, upon notice, lapse of time or both hereunder would, unless cured or waived, become an Event of Default. “ Default Right ” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “ Defaulting Lender ” means, subject to Section 2.22(b) , any Lender that (a) has failed to perform any of its funding obligations hereunder (or otherwise failed to pay over to the Administrative Agent or the Collateral Agent any amounts owed by such Lender hereunder), including in respect of its Loans or participations in respect of Letters of Credit, within two (2) Business Days of the date required to be funded by it hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, (b) has notified the Borrower, the Administrative Agent, any Issuing Bank or any Lender that it does not intend to comply with its funding obligations or has made a public statement or provided any written notification to any Person to that effect with respect to its funding obligations hereunder or under other agreements in which it commits to extend credit (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after request by the Administrative Agent (whether acting on its own behalf or at the reasonable request of the Borrower (it being understood that the Administrative Agent shall comply with any such reasonable request)) or any Issuing Bank, to confirm in a manner satisfactory to the Administrative Agent, such Issuing Bank and the Borrower that it will comply with its funding obligations; provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower, (d) otherwise failed to pay over to the Administrative Agent, the Collateral Agent or any Lender any other amount required to be paid by it hereunder within two (2) Business Days of the date when due, unless the subject of a good faith dispute or subsequently cured, or (e) has, or has a direct or indirect parent company that 28 has, (i) become or is insolvent (or has admitted in writing that it is insolvent), (ii) become the subject of a proceeding under any Debtor Relief Law, (iii) had a receiver, conservator, trustee, administrator, examiner, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a substantial part of its assets or a custodian appointed for it or a substantial part of its assets, (iv) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment or (v) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority, where such ownership interest or proceeding does not result in or provide such Lender or Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender or Person (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Lender or Person. Any determination by the Administrative Agent or the Required Lenders that a Lender is a Defaulting Lender under any one or more of clauses (a) through (e) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.22(b) ) upon delivery of written notice of such determination to the Borrower and each Lender. “ Defaulting Lender Fronting Exposure ” means, at any time there is a Defaulting Lender, with respect to any Issuing Bank, such Defaulting Lender’s Applicable Percentage of the Loan Document Obligations with respect to the Letters of Credit issued by such Issuing Bank other than Loan Document Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or cash collateralized in accordance with the terms hereof. “ Designated Non-Cash Consideration ” has the meaning assigned to such term in Section 6.05(k) . “ Disclosure Limitations ” has the meaning assigned to such term in Section 5.01 . “ D…

Document text

EX-10.1 · newcreditagreement.htm

EX-10.1
 2
 newcreditagreement.htm
 EX-10.1

 EXECUTION VERSION

 CREDIT AGREEMENT

dated as of

June 2, 2026
among

MARAVAI INTERMEDIATE HOLDINGS, LLC,
as the Borrower,

 MARAVAI TOPCO HOLDINGS, LLC,
as Holdings,

the Lenders and Issuing Banks party hereto
and

 BSP Agency, LLC,
 as Administrative Agent and Collateral Agent

 BENEFIT STREET PARTNERS L.L.C.,

 ARES CAPITAL MANAGEMENT LLC,

 as Lead Arrangers

 |
     

 TABLE OF CONTENTS
 Page
 SECTION 1.01      Defined Terms     1
 SECTION 1.02      Classification of Loans and Borrowings     83
 SECTION 1.03      Terms Generally     83
 SECTION 1.04      Accounting Terms; GAAP     84
 SECTION 1.05      Effectuation of Transactions     84
 SECTION 1.06      Limited Condition Transactions     84
 SECTION 1.07      Times of Day     85
 SECTION 1.08      Timing of Payment or Performance.     85
 SECTION 1.09      Certifications.     85
 SECTION 1.10      Divisions.     85
 SECTION 1.11      The Borrower as Representative.     86
     ARTICLE II THE CREDITS     86
 SECTION 2.01      Commitments     86
 SECTION 2.02      Loans and Borrowings     87
 SECTION 2.03      Requests for Borrowings     87
 SECTION 2.04      [Reserved].     88
 SECTION 2.05      Letters of Credit     88
 SECTION 2.06      Funding of Borrowings     95
 SECTION 2.07      Interest Elections     96
 SECTION 2.08      Termination and Reduction of Commitments     97
 SECTION 2.09      Repayment of Loans; Evidence of Debt     97
 SECTION 2.10      Amortization of Term Loans     98
 SECTION 2.11      Prepayment of Loans     99
 SECTION 2.12      Fees     111
 SECTION 2.13      Interest     112
 SECTION 2.14      Inability to Determine Rates     113
 SECTION 2.15      Increased Costs     114
 SECTION 2.16      [Reserved     116
 SECTION 2.17      Taxes     116
 SECTION 2.18      Payments Generally; Pro Rata Treatment; Sharing of Setoffs     119
 SECTION 2.19      Mitigation Obligations; Replacement of Lenders     121
 SECTION 2.20      Incremental Credit Extensions     122
 SECTION 2.21      Refinancing Amendments     127
 SECTION 2.22      Defaulting Lenders     129
 SECTION 2.23      Illegality     131
 SECTION 2.24      Loan Modification Offers     131
 SECTION 2.25      Benchmark Replacement Setting.     133
     ARTICLE III REPRESENTATIONS AND WARRANTIES     134
 SECTION 3.01      Organization; Powers     134
 SECTION 3.02      Authorization; Enforceability     134
 SECTION 3.03      Governmental Approvals; No Conflicts     134
 SECTION 3.04      No Material Adverse Effect     135
 SECTION 3.05      Properties     135
 SECTION 3.06      Litigation and Environmental Matters     135
 SECTION 3.07      Compliance with Laws.     135
 i
     

 Page

 SECTION 3.08      Investment Company Status     135
 SECTION 3.09      Taxes     136
 SECTION 3.10      ERISA     136
 SECTION 3.11      Disclosure     136
 SECTION 3.12      Subsidiaries     136
 SECTION 3.13      Intellectual Property.     136
 SECTION 3.14      Solvency     137
 SECTION 3.15      Federal Reserve Regulations     137
 SECTION 3.16      USA PATRIOT Act; OFAC and Anti-Corruption     137
 SECTION 3.17      Security Documents.     138
 SECTION 3.18      Use of Proceeds.     138
     ARTICLE IV CONDITIONS     139
 SECTION 4.01      Effective Date     139
 SECTION 4.02      Conditions to Each Credit Event     140
     ARTICLE V AFFIRMATIVE COVENANTS     141
 SECTION 5.01      Financial Statements and Other Information     141
 SECTION 5.02      Notices of Material Events     144
 SECTION 5.03      Information Regarding Collateral     145
 SECTION 5.04      Existence; Conduct of Business     145
 SECTION 5.05      Payment of Taxes, etc.     145
 SECTION 5.06      Maintenance of Properties     145
 SECTION 5.07      Insurance     145
 SECTION 5.08      Books and Records; Inspection and Audit Rights     146
 SECTION 5.09      Compliance with Laws     147
 SECTION 5.10      Use of Proceeds and Letters of Credit     147
 SECTION 5.11      Additional Collateral; Additional Guarantors     147
 SECTION 5.12      Further Assurances     148
 SECTION 5.13      Designation of Subsidiaries     148
 SECTION 5.14      Certain Post-Closing Obligations     149
 SECTION 5.15      Lender Calls.     149
 SECTION 5.16      Lines of Business     149
 SECTION 5.17      Fiscal Periods     149
     ARTICLE VI NEGATIVE COVENANTS     150
 SECTION 6.01      Indebtedness; Certain Equity Securities     150
 SECTION 6.02      Liens     156
 SECTION 6.03      Fundamental Changes     160
 SECTION 6.04      Investments, Loans, Advances, Guarantees and Acquisitions     162
 SECTION 6.05      Asset Sales     166
 SECTION 6.06      [Reserved]     170
 SECTION 6.07      Restricted Payments; Certain Payments of Indebtedness     170
 SECTION 6.08      Transactions with Affiliates     175
 SECTION 6.09      Restrictive Agreements     176
 SECTION 6.10      Amendment of Junior Financing; Modifications of Organizational Documents     179
 SECTION 6.11      Financial Performance Covenant     179
 SECTION 6.12      Passive Holding Company Covenant     179
 ii

 Page

     ARTICLE VII EVENTS OF DEFAULT     180
 SECTION 7.01      Events of Default     180
 SECTION 7.02      Right to Cure     183
 SECTION 7.03      Application of Proceeds     185
     ARTICLE VIII ADMINISTRATIVE AGENT     186
 SECTION 8.01      Appointment and Authority     186
 SECTION 8.02      Rights as a Lender     187
 SECTION 8.03      Exculpatory Provisions     187
 SECTION 8.04      Reliance by Administrative Agent and Collateral Agent     189
 SECTION 8.05      Delegation of Duties     190
 SECTION 8.06      Resignation of Administrative Agent     190
 SECTION 8.07      Non-Reliance on Administrative Agent and Other Lenders     191
 SECTION 8.08      Erroneous Payments.     193
 SECTION 8.09      Administrative Agent May File Proofs of Claim     195
 SECTION 8.10      No Waiver; Cumulative Remedies; Enforcement     195
 SECTION 8.11      Status of Administrative Agent     196
 SECTION 8.12      Secured Cash Management Obligations; Secured Swap Obligations     196
     ARTICLE IX MISCELLANEOUS     197
 SECTION 9.01      Notices     197
 SECTION 9.02      Waivers; Amendments     198
 SECTION 9.03      Expenses; Indemnity; Damage Waiver     203
 SECTION 9.04      Successors and Assigns     206
 SECTION 9.05      Survival     213
 SECTION 9.06      Counterparts; Integration; Effectiveness     214
 SECTION 9.07      Severability     215
 SECTION 9.08      Right of Setoff     215
 SECTION 9.09      Governing Law; Jurisdiction; Consent to Service of Process     216
 SECTION 9.10      WAIVER OF JURY TRIAL     216
 SECTION 9.11      Headings     217
 SECTION 9.12      Confidentiality     217
 SECTION 9.13      USA PATRIOT Act; Beneficial Ownership     218
 SECTION 9.14      Release and Termination of Liens and Guarantees and Additional Borrowers     218
 SECTION 9.15      No Advisory or Fiduciary Responsibility     220
 SECTION 9.16      Interest Rate Limitation     221
 SECTION 9.17      Judgment Currency     221
 SECTION 9.18      Intercreditor Agreement     222
 SECTION 9.19      Cashless Settlement     222
 SECTION 9.20      Acknowledgement and Consent to Bail-In of Affected Financial Institutions     222
 SECTION 9.21      Certain ERISA Matters     223
 SECTION 9.22      Acknowledgement Regarding any Supported QFCs     224

 iii

 SCHEDULES:

 Schedule 2.01
 —
 Commitments and Loans

 Schedule 2.05
 —
 Letter of Credit Commitments

 Schedule 3.03
 —
 Government Approvals; No Conflicts

 Schedule 3.06
 —
 Litigation

 Schedule 3.12
 —
 Subsidiaries

 Schedule 5.14
 —
 Certain Post-Closing Obligations

 Schedule 6.01
 —
 Existing Indebtedness

 Schedule 6.02
 —
 Existing Liens

 Schedule 6.04
 —
 Existing Investments

 Schedule 6.08
 —
 Existing Affiliate Transactions

 Schedule 6.09
 —
 Existing Restrictions

 Schedule 9.01
 —
 Notices

 EXHIBITS:

 Exhibit A
 —
 Form of Assignment and Assumption

 Exhibit B
 —
 Form of Guarantee Agreement

 Exhibit C-1
 —
 Form of Borrowing Request

 Exhibit C-2
 —
 Form of Letter of Credit Request

 Exhibit D
 —
 [Reserved]

 Exhibit E
 —
 Form of Borrower Joinder Agreement

 Exhibit F
 —
 Form of Intercompany Note

 Exhibit G
 —
 Form of Compliance Certificate

 Exhibit H-1
 —
 Form of United States Tax Compliance Certificate 1

 Exhibit H-2
 —
 Form of United States Tax Compliance Certificate 2

 Exhibit H-3
 —
 Form of United States Tax Compliance Certificate 3

 Exhibit H-4
 —
 Form of United States Tax Compliance Certificate 4

 Exhibit I
 —
 Form of Note

 Exhibit J
 —
 Form of Solvency Certificate

 Exhibit K
 —
 Form of Secured Party Designation Notice

     

 CREDIT AGREEMENT dated as of June 2, 2026 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “ Agreement ”), among Maravai Intermediate Holdings, LLC, a Delaware limited liability company (the “ Borrower ”), Maravai Topco Holdings, LLC, a Delaware limited liability company (“ Holdings ”), the Lenders and Issuing Banks party hereto from time to time and BSP Agency, LLC (“ BSP ”), in its capacities as Administrative Agent and Collateral Agent.
 Preliminary Statements :
 WHEREAS, in connection with the Transactions and to provide for the working capital needs and general corporate purposes (including to finance permitted Investments, acquisitions, capital expenditures and Restricted Payments) of Holdings and its Restricted Subsidiaries, the Borrower has requested that the Lenders extend credit in the form of (a) Initial Term Loans in an aggregate principal amount of $150,000,000 on the Effective Date and (b) Revolving Commitments in an aggregate principal amount of up to $30,000,000 outstanding at any time.
 WHEREAS, the proceeds of the Loans borrowed on the Effective Date will be used, directly or indirectly, (v) to fund the Transactions, (w) to fund any original issue discount or upfront fees in connection with the Loans, (x) to fund any other Transaction Costs, (y) subject to Section 5.10 , (1) to replace, backstop or cash collateralize existing Letters of Credit outstanding as of the Effective Date and (2) for working capital purposes (including working capital adjustments and/or purchase price adjustments) and (z) for other general corporate purposes.
 WHEREAS, the Borrower has requested that the Issuing Banks issue Letters of Credit to support certain obligations incurred by the Borrower and the Restricted Subsidiaries.
 WHEREAS, the Lenders and the Issuing Banks are willing to extend credit to the Borrower on the terms and subject to the conditions set forth herein.
 NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto covenant and agree as follows:
 Article I

DEFINITIONS
 Section 1.01 Defined Terms .
 As used in this Agreement, the following terms have the meanings specified below:
 “ ABR ” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.
 “ ABR Term SOFR Determination Day ” has the meaning assigned to such term in the definition of “Term SOFR Rate”.
 “ Acceptable Discount ” has the meaning assigned to such term in Section 2.11(a)(iii)(D)(2) .
 “ Acceptable Prepayment Amount ” has the meaning assigned to such term in Section 2.11(a)(iii)(D)(3) .
 1
     

 “ Acceptance and Prepayment Notice ” means an irrevocable written notice from a Term Lender accepting a Solicited Discounted Prepayment Offer to make a Discounted Term Loan Prepayment at the Acceptable Discount specified therein pursuant to Section 2.11(a)(iii)(D) , in form and substance reasonably acceptable to the Auction Agent and the Borrower.
 “ Acceptance Date ” has the meaning assigned to such term in Section 2.11(a)(iii)(D)(2) .
 “ Accepting Lenders ” has the meaning assigned to such term in Section 2.24(a) .
 “ Acquired EBITDA ” means, with respect to any Acquired Entity or Business or any Converted Restricted Subsidiary (any of the foregoing, a “ Pro Forma Entity ”) for any period, the amount for such period of Consolidated EBITDA of such Pro Forma Entity (determined as if references to the Borrower and the Restricted Subsidiaries in the definition of “Consolidated EBITDA” were references to such Pro Forma Entity and its subsidiaries that will become Restricted Subsidiaries), all as determined on a consolidated basis for such Pro Forma Entity.
 “ Acquired Entity or Business ” has the meaning assigned to such term in the definition of “Consolidated EBITDA”.
 “ Additional Borrower ” means each direct or indirect, Wholly Owned Domestic Subsidiary of the Borrower that is added, in the sole discretion of the Borrower, as an Additional Borrower hereunder after the Effective Date by executing a Borrower Joinder Agreement in accordance with the terms hereof ( provided that the Borrower shall have delivered written notice to the Administrative Agent at least five (5)) Business Days prior to the execution of any such Borrower Joinder Agreement) and delivering (i) all information that is required by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (it being understood that the Loan Parties shall not be required to provide any beneficial ownership information other than, solely to the extent required by clause (ii) , the Beneficial Ownership Certification) and (ii) the Beneficial Ownership Certification, solely to the extent that the proposed Additional Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, in each case of clauses (i) and (ii) , solely to the extent requested by the Administrative Agent (on behalf of itself or any Lender) at least ten (10) Business Days prior to the date of execution of the applicable Borrower Joinder Agreement.
 “ Additional Lender ” means any Additional Revolving Lender or any Additional Term Lender, as applicable.
 “ Additional Revolving Lender ” means, at any time, any bank, financial institution or other institutional lender or investor (other than any natural person) that agrees to provide any portion of any (a) Incremental Revolving Commitment Increase or Additional/Replacement Revolving Commitments pursuant to an Incremental Facility Amendment in accordance with Section 2.20 or (b) Credit Agreement Refinancing Indebtedness in the form of a revolving credit facility pursuant to a Refinancing Amendment in accordance with Section 2.21 ; provided that each Additional Revolving Lender shall be subject to the approval of the Administrative Agent (and, if such Additional Revolving Lender will provide an Incremental Revolving Commitment Increase or any Additional/Replacement Revolving Commitment, each Issuing Bank), in each case only if such consent would be required under Section 9.04(b) for an assignment of Revolving Loans or Revolving Commitments, as applicable, to such bank, financial institution or other institutional lender or investor (such approval in each case not to be unreasonably withheld, conditioned or delayed) and the Borrower.
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 “ Additional Term Lender ” means, at any time, any bank, financial institution or other institutional lender or investor (other than any natural person) that agrees to provide any portion of any (a) Incremental Term Loans pursuant to an Incremental Facility Amendment in accordance with Section 2.20 or (b) Credit Agreement Refinancing Indebtedness in the form of term loans pursuant to a Refinancing Amendment in accordance with Section 2.21 ; provided that each Additional Term Lender shall be subject to the approval of the Administrative Agent if such consent would be required under Section 9.04(b) for an assignment of Term Loans or Term Commitments, as applicable, to such bank, financial institution or other institutional lender or investor (such approval in each case not to be unreasonably withheld, conditioned or delayed) and the Borrower.
 “ Additional/Replacement Revolving Commitment ” has the meaning assigned to such term in Section 2.20(a) .
 “ Additional/Replacement Revolving Lender ” means any Lender providing Additional/Replacement Revolving Commitments.
 “ Administrative Agent ” means BSP Agency, LLC, in its capacity as administrative agent hereunder and under the other Loan Documents, and its permitted successors and permitted assigns in such capacity as provided in Article VIII .
 “ Administrative Questionnaire ” means an administrative questionnaire in a form supplied by the Administrative Agent.
 “ Affected Class ” has the meaning assigned to such term in Section 2.24(a) .
 “ Affected Financial Institution ” means any (a) EEA Financial Institution or (b) UK Financial Institution.
 “ Affiliate ” means, with respect to a specified Person, another Person that directly or indirectly Controls or is Controlled by or is under common Control with the Person specified; provided that no portfolio company of the Sponsor (other than Holdings and its Subsidiaries) shall be deemed an Affiliate of any Loan Party or of any Subsidiary of any Loan Party for purposes of the Loan Documents.
 “ Affiliated Debt Fund ” means any Affiliate of Holdings or the Sponsor (other than Holdings or any of its Subsidiaries) that is a bona fide debt fund or an investment vehicle that is engaged in the making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course and with respect to which the Sponsor and investment vehicles managed or advised by the Sponsor that are not engaged primarily in making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course do not make investment decisions for such entity.
 “ Affiliated Lender ” means, at any time, any Lender that is any Person (other than Holdings or any of its Subsidiaries) contemplated by the definition of “Sponsor” at such time.
 “ Agent ” means any of the Administrative Agent, the Collateral Agent and any permitted successors and permitted assigns of the foregoing in such capacity, and “ Agents ” means two (2) or more of them.
 “ Agent Indemnitee ” has the meaning assigned to such term in Section 9.03(b) .
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 “ Agent Parties ” has the meaning assigned to such term in Section 9.01(c) .
 “ Agreement ” has the meaning assigned to such term in the introductory paragraph hereto.
 “ Agreement Currency ” has the meaning assigned to such term in Section 9.17 .
 “ Alternate Base Rate ” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus ½ of 1.00% and (c) the Term SOFR Rate for an Interest Period of one (1) month plus 1.00%. If the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate or the Term SOFR Rate for an Interest Period of one (1) month for any reason, the Alternate Base Rate shall be determined without regard to clause (b) or (c) above, as applicable, until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Term SOFR Rate for an Interest Period of one (1) month shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Term SOFR Rate for an Interest Period of one (1) month, respectively.
 “ Ancillary Fees ” has the meaning assigned to such term in Section 9.02(g) .
 “ Applicable Account ” means, with respect to any payment to be made to the Administrative Agent hereunder, the account specified by the Administrative Agent from time to time for the purpose of receiving payments of such type.
 “ Applicable Discount ” has the meaning assigned to such term in Section 2.11(a)(iii)(C)(2) .
 “ Applicable Fronting Exposure ” means, with respect to any Person that is an Issuing Bank at any time, the sum of (a) the aggregate amount of all Letters of Credit issued by such Person in its capacity as an Issuing Bank (if applicable) that remains available for drawing at such time and (b) the aggregate amount of all LC Disbursements made by such Person in its capacity as an Issuing Bank (if applicable) that have not yet been reimbursed by or on behalf of the Borrower at such time.
 “ Applicable Percentage ” means, at any time with respect to (a) any Revolving Lender, the percentage of the aggregate Revolving Commitments represented by such Lender’s Revolving Commitment at such time (or, if the Revolving Commitments have terminated or expired, such Lender’s share of the total Revolving Exposure at that time) and (b) any Issuing Bank, the percentage of the aggregated Letter of Credit Commitments represented by such Issuing Bank’s Letter of Credit Commitment at such time; provided that, at any time any Revolving Lender shall be a Defaulting Lender, “Applicable Percentage” means the percentage of the aggregate Revolving Commitments (disregarding any such Defaulting Lender’s Revolving Commitment) represented by such Lender’s Revolving Commitment. If the Revolving Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Revolving Commitments most recently in effect, giving effect to any assignments pursuant to this Agreement and to any Lender’s status as a Defaulting Lender at the time of determination.
 “ Applicable Rate ” means with respect to any Initial Term Loan or Revolving Loan:
 (a)    from the Effective Date until the date on which the first Compliance Certificate and the related financial statements are delivered to the Administrative Agent pursuant to Section 5.01(d) ,
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 (i) 4.00% per annum , in the case of an ABR Loan, or (ii) 5.00% per annum , in the case of a Term SOFR Loan; and
 (b)    thereafter, the following percentages per annum , based upon the Senior Secured First Lien Net Leverage Ratio as specified in the most recent Compliance Certificate (and related financial statements) delivered to the Administrative Agent pursuant to Section 5.01(d) :

 Pricing Level Senior Secured First Lien Net Leverage Ratio Term SOFR Loans ABR Loans
 1 > 3.00:1.00 5.00% 4.00%
 2 ≤ 3.00:1.00 4.75% 3.75%

     With respect to the Applicable Rate, if any calculation of the Senior Secured First Lien Net Leverage Ratio indicates that the Applicable Rate shall increase or decrease, then on the first (1 st ) Business Day following the date of delivery of the applicable Compliance Certificate (and related financial statements) with such written calculation, the Applicable Rate shall be adjusted in accordance therewith; provided that if an Event of Default relating to failure to deliver a Compliance Certificate (and related financial statements) shall have occurred, then, at the Administrative Agent’s election (made at the direction of the Required Lenders), effective as of the date of such election and continuing through the date as of which such Event of Default is cured or waived, if any, the Applicable Rate shall equal the highest Applicable Rate specified in the pricing table set forth above.
 In the event that any financial statement or Compliance Certificate delivered pursuant to Sections 5.01(a) , (b) or (d) , as applicable, is inaccurate, and such inaccuracy, if corrected, would have led to the imposition of a higher Applicable Rate for any period than the Applicable Rate applied for that period, then (a) the Borrower shall immediately deliver to the Administrative Agent a corrected financial statement and a corrected Compliance Certificate for that period (the “ Corrected Margin Financials Date ”), (b) the Applicable Rate for such period shall be determined based on the Senior Secured First Lien Net Leverage Ratio set forth in the corrected Compliance Certificate for that period, and (c) the Borrower shall pay to the Administrative Agent (for the account of the applicable Lenders that hold Loans at the time such payment is received, regardless of whether those Lenders held the Loans during the period in which there was an inaccuracy) the accrued additional interest owing as a result of such increased Applicable Rate for that period; provided that, for the avoidance of doubt, such deficiency shall be due and payable as at such Corrected Margin Financials Date, and no Default or Event of Default under Section 7.01(b) shall be deemed to have occurred with respect to such deficiency prior to such date. This paragraph shall not limit the rights of Administrative Agent or the Lenders with respect to Article VII hereof.
 “ Appropriate Lender ” means, at any time, (a) with respect to Loans of any Class, the Lenders of such Class and (b) with respect to Letters of Credit, (i) the relevant Issuing Banks and (ii) the Revolving Lenders.
 “ Approved Bank ” has the meaning assigned to such term in the definition of “Permitted Investments”.
 “ Approved Foreign Bank ” has the meaning assigned to such term in the definition of “Permitted Investments”.
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 “ Approved Fund ” means any Person (other than a natural person) that (a) (i) is (or will be) engaged in making, purchasing, holding or investing in commercial loans and similar extensions of credit in the ordinary course of its activities or (ii) temporarily warehouses loans for any Lender or any Person described in clause (a)(i) above in the ordinary course of its activities and (b) that is administered, advised or managed by (i) a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an Affiliate of an entity that administers, advises or manages a Lender.
 “ Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any Person whose consent is required by Section 9.04(b) ), substantially in the form of Exhibit A or any other form (including electronic documentation generated by Markit Clear or any other electronic platform) reasonably approved by the Administrative Agent.
 “ Attachment and Perfection Limitations ” has the meaning assigned to such term in the definition of “Collateral and Guarantee Requirement”.
 “ Auction Agent ” means (a) the Administrative Agent or (b) any other financial institution or advisor employed by the Borrower (whether or not an Affiliate of the Administrative Agent) to act as an arranger in connection with any Discounted Term Loan Prepayment pursuant to Section 2.11(a)(iii)(A) ; provided that the Borrower shall not designate the Administrative Agent as the Auction Agent without the written consent of the Administrative Agent (it being understood that the Administrative Agent shall be under no obligation to agree to act as the Auction Agent); provided , further , that neither the Borrower nor any of its Affiliates may act as the Auction Agent.
 “ Available Amount ” means, as of any date of determination, a cumulative amount equal to (without duplication):
 (a) the greater of (x) $12,500,000 and (y) 35% of Consolidated EBITDA for the Test Period then last ended (the “ Starter Basket ”), plus
 (b) an amount equal to the Retained Excess Cash Flow of the Borrower and its Restricted Subsidiaries (which shall in no event be less than zero for any period) (the “ Builder Basket ”), plus
 (c) to the extent not included in Consolidated Net Income, returns, profits, distributions and similar amounts received in cash or Permitted Investments by the Borrower and its Restricted Subsidiaries after the Effective Date on Investments made using the Available Amount and cash received by the Borrower and its Restricted Subsidiaries after the Effective Date from the sale of Investments made using the Available Amount or pursuant to Section 6.04(o) (excluding (x) any returns, profits, distributions and similar amounts paid by any Unrestricted Subsidiaries to the Borrower or any Restricted Subsidiary in respect of the payment of any tax liability of such Unrestricted Subsidiary and (y) any amount applied as an Available Equity Amount), plus
 (d) Investments of the Borrower or any of the Restricted Subsidiaries in any Unrestricted Subsidiary, non-Subsidiary joint venture or minority investment, in each case, made using the Available Amount that has been re-designated after the Effective Date as a Restricted Subsidiary or that has been merged, amalgamated or consolidated with or into the Borrower or any Restricted Subsidiary after the Effective Date, or the assets of which have been transferred to a Loan Party or any of its Restricted Subsidiaries after the Effective Date (up to the fair market value determined in good faith by the Borrower of the Investments of the Borrower and the Restricted Subsidiaries in such Unrestricted Subsidiary, non-Subsidiary joint venture or minority investment, as applicable, at the time of such re-designation, amalgamation, merger, transfer or consolidation), plus
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 (e) to the extent not included in Consolidated Net Income, dividends, profits, or other distributions, returns on capital or similar amounts received by the Borrower or any Restricted Subsidiary after the Effective Date from an Unrestricted Subsidiary, non-Subsidiary joint venture or minority investment (or from the sale of the assets thereof) (excluding (x) any returns, profits, distributions and similar amounts paid by any Unrestricted Subsidiary to the Borrower or any Restricted Subsidiary in respect of the payment of any tax liability of such Unrestricted Subsidiary and (y) any amount applied as an Available Equity Amount), plus
 (f) the aggregate amount of any Retained Declined Proceeds and Retained Asset Sale Proceeds to the extent not applied to prepay any pari passu Indebtedness or any Junior Financing, as contemplated by Section 2.11(e) and Section 6.07(b) (which shall in no event be less than zero for any fiscal quarter),
 (a) in each case, to the extent such amount is Not Otherwise Applied.
 “ Available Equity Amount ” means a cumulative amount equal to (without duplication):
 (a) the Net Proceeds of new public or private issuances of Qualified Equity Interests (excluding Qualified Equity Interests the proceeds of which will be applied as Cure Amounts and any Qualified Equity Interests issued pursuant to Section 6.04(o) or in connection with the Equity Contribution) in Holdings or any parent of Holdings after the Effective Date which are contributed to the Borrower after the Effective Date, plus
 (b) capital contributions received by the Borrower after the Effective Date in cash or Permitted Investments (other than in respect of any Disqualified Equity Interest) and contributions of assets received by the Borrower (equal to the fair market value determined in good faith by the Borrower) after the Effective Date, plus
 (c) the net cash proceeds received by the Borrower or any Restricted Subsidiary from Indebtedness and Disqualified Equity Interest issuances issued after the Effective Date and which have been exchanged or converted into Qualified Equity Interests of Holdings or the Borrower, plus
 (d) returns, profits, distributions and similar amounts received in cash or Permitted Investments by the Borrower or any Restricted Subsidiary on Investments made using the Available Equity Amount after the Effective Date,
 (b) in each case, to the extent such amount is Not Otherwise Applied.
 “ Available Tenor ” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (a) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement or (b) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark pursuant to this Agreement, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 2.25 .
 “ Bail-In Action ” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.
 “ Bail-In Legislation ” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United
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 Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).
 “ Bankruptcy Code ” means Title 11 of the United States Code (11 U.S.C. § 101 et seq.), as amended, or any similar federal or state law for the relief of debtors.
 “ Basel III ” means (a) the agreements on capital requirements, a leverage ratio and liquidity standards contained in “Basel III: A global regulatory framework for more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer” published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated; and (b) the rules for global systemically important banks contained in “Global systemically important banks: assessment methodology and the additional loss absorbency requirement – Rules text” published by the Basel Committee on Banking Supervision in November 2011 as amended, supplemented or restated; and (c) any further guidance or standards published by the Basel Committee on Banking Supervision relating to “Basel III”.
 “ Benchmark ” means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.25 .
 “ Benchmark Replacement ” means the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower giving due consideration to (i) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a rate of interest as a replacement to the Term SOFR Rate for Dollar-denominated syndicated or privately placed credit facilities and (b) the related Benchmark Replacement Adjustment; provided that any such Benchmark Replacement shall be administratively feasible as reasonably determined by the Administrative Agent; provided , further , that if the Benchmark Replacement as so determined would be less than 0.75%, the Benchmark Replacement will be deemed to be 0.75% for the purposes of this Agreement.
 “ Benchmark Replacement Adjustment ” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated or privately placed credit facilities at such time.
 “ Benchmark Replacement Date ” means the earliest to occur of the following events with respect to the then-current Benchmark:
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 (a) in the case of clause (a) or (b) of the definition of “Benchmark Transition Event”, the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or
 (b) in the case of clause (c) of the definition of “Benchmark Transition Event”, the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.
 For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

 “ Benchmark Transition Event ” means the occurrence of one or more of the following events with respect to the then-current Benchmark:
 (a) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);
 (b) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Board of Governors, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or
 (c) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.
 For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

 “ Benchmark Transition Start Date ” means, in the case of a Benchmark Transition Event, the earlier of (a) the applicable Benchmark Replacement Date and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected
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 date of such prospective event is fewer than ninety (90) days after such statement or publication, the date of such statement or publication).

 “ Benchmark Unavailability Period ” means, the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.20 and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.25 .
 “ Beneficial Ownership Certification ” means a customary certification regarding beneficial ownership, as required by the Beneficial Ownership Regulation, which shall be in substantially the same form as the LSTA UBO Form (unless otherwise consented to in writing by the Borrower).
 “ Beneficial Ownership Regulation ” means 31 C.F.R. §1010.230.
 “ Benefit Plan ” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.
 “ BHC Act Affiliate ” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.
 “ Board of Directors ” means, with respect to any Person, (a) in the case of any corporation, the board of directors of such Person or any committee thereof duly authorized to act on behalf of such board, (b) in the case of any limited liability company, the board of managers, board of directors, manager or managing member of such Person or the functional equivalent of the foregoing or any committee thereof duly authorized to act on behalf of such board, manager or managing member, (c) in the case of any partnership, the board of directors or board of managers of such Person or of the general partner of such Person and (d) in any other case, the functional equivalent of the foregoing.
 “ Board of Governors ” means the Board of Governors of the Federal Reserve System of the United States.
 “ Borrower ” means, collectively, the Borrower as defined in the introductory paragraph to this Agreement and any Additional Borrower; provided that any Additional Borrower may have its status as a Borrower terminated pursuant to Section 9.14 ; provided, further , that no such termination shall affect (and such notice shall provide that): (a) any obligation of such Additional Borrower as a Loan Guarantor or as a grantor or pledgor under any Loan Document or (b) any Lien granted by such Additional Borrower which Liens, guarantee and obligations shall continue in full force and effect after giving effect to such termination unless otherwise terminated or modified in accordance with the terms hereof. The term “Borrower” shall refer to all Borrowers collectively or each Borrower individually, as the context may require.
 “ Borrower Joinder Agreement ” means a joinder agreement substantially in the form of the Borrower Joinder Agreement attached as Exhibit E hereto or in such other form agreed by the Administrative Agent, the Required Lenders, and the Borrower.
 “ Borrower Materials ” has the meaning assigned to such term in Section 5.01 .
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 “ Borrower Offer of Specified Discount Prepayment ” means the offer by the Borrower to make a voluntary prepayment of Term Loans at a Specified Discount to par pursuant to Section 2.11(a)(iii)(B) .
 “ Borrower Solicitation of Discount Range Prepayment Offers ” means the solicitation by the Borrower of offers for, and the corresponding acceptance, if any, by a Term Lender of, a voluntary prepayment of Term Loans at a specified range at a discount to par pursuant to Section 2.11(a)(iii)(C) .
 “ Borrower Solicitation of Discounted Prepayment Offers ” means the solicitation by the Borrower of offers for, and the subsequent acceptance, if any, by a Term Lender of, a voluntary prepayment of Term Loans at a discount to par pursuant to Section 2.11(a)(iii)(D) .
 “ Borrowing ” means Loans of the same Class and Type made, converted or continued on the same date and, in the case of Term SOFR Loans, as to which a single Interest Period is in effect.
 “ Borrowing Minimum ” means (a) in the case of any Term Loans, $1,000,000 (or, if less, the remaining available commitments in respect of such facility), (b) in the case of a Term SOFR Revolving Borrowing, the lesser of $500,000 and the remaining available Commitments of the applicable Class and (c) in the case of an ABR Revolving Borrowing, the lesser of $250,000 and the remaining available Commitments of the applicable Class.
 “ Borrowing Multiple ” means (a) in the case of Term Loans, $500,000, (b) in the case of a Term SOFR Revolving Borrowing, $500,000 and (c) in the case of an ABR Revolving Borrowing, $250,000.
 “ Borrowing Request ” means (a) a written request by the Borrower for a Borrowing in accordance with Section 2.03 in substantially the form of Exhibit C-1 or any other form reasonably approved by the Administrative Agent, and (b) with respect to Letters of Credit, a Letter of Credit Request.
 “ Builder Basket ” has the meaning assigned to such term in the definition of “Available Amount”.
 “ Business Day ” means, (a) any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by Requirements of Law to remain closed and (b) as it relates to any Term SOFR Loans, any day that is also a U.S. Government Securities Business Day.
 “ Capital Lease Obligations ” means, at the time any determination is to be made, the amount of the liability in respect of a Capitalized Lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) prepared in accordance with GAAP (subject to the accounting principles set forth in this Agreement).
 “ Capital Stock ” means:
 (a) in the case of a corporation or company, corporate stock or share capital;
 (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;
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 (c) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited);
 (d) in the case of a trust, beneficial interests or the equivalent thereof; and
 (e) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person (it being understood and agreed, for the avoidance of doubt, that “cash-settled phantom appreciation programs” in connection with employee benefits that do not require a dividend or distribution shall not constitute Capital Stock).
 “ Capitalized Leases ” means all leases that have been or are required to be, in accordance with GAAP, recorded as capitalized leases; provided that for all purposes hereunder the amount of obligations under any Capitalized Lease shall be the amount thereof accounted for as a liability in accordance with GAAP (subject to the accounting principles set forth in this Agreement).
 “ Cash Management Obligations ” means (a) obligations of the Borrower or any Restricted Subsidiary in respect of any overdraft and related liabilities arising from treasury, depository, cash pooling arrangements and cash management services or any automated clearing house transfers of funds and (b) other obligations in respect of netting services, employee credit or purchase card programs and similar arrangements.
 “ Cash Management Services ” has the meaning assigned to such term in the definition of “Secured Cash Management Obligations”.
 “ Casualty Event ” means any event that gives rise to the receipt by the Borrower or any Restricted Subsidiary of any insurance proceeds or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such equipment, fixed assets or real property, in each case in an amount exceeding (A) the greater of $3,500,000 and 10% of Consolidated EBITDA for the Test Period then last ended, in the case of any single event or series of related events, and (B) the greater of $7,000,000 and 20% of Consolidated EBITDA for the Test Period then last ended, for all such events during any fiscal year of Holdings.
 “ CFC ” means a “controlled foreign corporation” within the meaning of Section 957 of the Code.
 “ Change in Law ” means: (a) the adoption of any rule, regulation, treaty or other law after the date of this Agreement, (b) any change in any rule, regulation, treaty or other law or in the administration, interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) the making or issuance of any request, guideline or directive of any Governmental Authority made or issued after the date of this Agreement; provided that, notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all rules, regulations, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by the United States, Canada, the European Union, United Kingdom or other foreign regulatory authorities, in each case pursuant to Basel III, shall, in each case, be deemed to be a “Change in Law”, to the extent enacted, adopted, promulgated, implemented or issued after the date of this Agreement, but only to the extent such rules, regulations, or published interpretations or directives are applied to the Borrower and its Subsidiaries by the Administrative Agent or any Lender in substantially the same manner as applied to other similarly situated borrowers under comparable credit facilities, including for purposes of Section 2.15 .
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 “ Change of Control ” means:
 (a) at any time, Holdings ceases to own, directly or indirectly, beneficially or of record, 100% of the issued and outstanding Equity Interests of the Borrower; or
 (b) any “person” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act as in effect on the Effective Date), other than one or more Permitted Holders or a Holdings Parent, that is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 of the Exchange Act as in effect on the Effective Date) of more than 50% of the total voting power of the Voting Stock of the Borrower; provided that (x) so long as the Borrower is a Subsidiary of any Holdings Parent, no Person shall be deemed to be or become a beneficial owner of more than 50% of the total voting power of the Voting Stock of the Borrower unless such Person shall be or become a beneficial owner of more than 50% of the total voting power of the Voting Stock of such Holdings Parent (other than a Holdings Parent that is a Subsidiary of another Holdings Parent) and (y) any Voting Stock of which any Permitted Holder is the beneficial owner shall not in any case be included in any Voting Stock of which any such Person is the beneficial owner.
 Notwithstanding the preceding or any provision of Section 13d-3 of the Exchange Act, (i) a Person or group shall not be deemed to beneficially own Voting Stock subject to a stock or asset purchase agreement, merger agreement, option agreement, warrant agreement or similar agreement (or voting or option or similar agreement related thereto) until the consummation of the acquisition of the Voting Stock in connection with the transactions contemplated by such agreement so long as such Person does not have the right to direct the voting of such Voting Stock prior to the consummation of such acquisition, (ii) if any group includes one or more Permitted Holders, the issued and outstanding Voting Stock of the Borrower owned, directly or indirectly, by any Permitted Holders that are part of such group shall not be treated as being beneficially owned by such group or any other member of such group for purposes of determining whether a Change of Control has occurred, (iii) a Person or group will not be deemed to beneficially own the Voting Stock of another Person as a result of its ownership of Voting Stock or other securities of such other Person’s parent entity (or related contractual rights) unless it owns more than 50% of the total voting power of the Voting Stock entitled to vote for the election of directors of such parent entity having a majority of the aggregate votes on the board of directors (or similar body) of such parent entity and (iv) the right to acquire Voting Stock (so long as such Person does not have the right to direct the voting of the Voting Stock subject to such right) or any veto power in connection with the acquisition or disposition of Voting Stock will not cause a party to be a beneficial owner.
 “ Class ” when used in reference to (a) any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans, Other Revolving Loans, Initial Term Loans, Incremental Term Loans or Other Term Loans, (b) any Commitment, refers to whether such Commitment is a Revolving Commitment, Other Revolving Commitment, Initial Term Commitment or Other Term Commitment and (c) any Lender, refers to whether such Lender has a Loan or Commitment with respect to a particular Class of Loans or Commitments. Other Term Commitments, Other Term Loans, Other Revolving Commitments (and the Other Revolving Loans made pursuant thereto) and Incremental Term Loans that have different terms and conditions shall be construed to be in different Classes.
 “ Code ” means the Internal Revenue Code of 1986, as amended.
 “ Collateral ” means any and all assets, whether real or personal, tangible or intangible, on which Liens are purported to be granted pursuant to the Security Documents as security for the Secured Obligations. For the avoidance of doubt, “Collateral” shall not include any Excluded Assets.
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 “ Collateral Agent ” has the meaning assigned to such term in Section 8.01(b) and its permitted successors in such capacity as provided in Article VIII .
 “ Collateral Agreement ” means that certain Collateral Agreement, to be dated as of the Effective Date, between the Loan Parties and the Collateral Agent, for the benefit of the Collateral Agent and the other Secured Parties.
 “ Collateral and Guarantee Requirement ” means, at any time subject to any applicable intercreditor agreement, the requirement that:
 (a) the Administrative Agent shall have received from (i) Holdings, the Borrower (other than in respect of its own Loan Document Obligations) and each of the Restricted Subsidiaries (other than any Excluded Subsidiary) either (x) a counterpart of the Guarantee Agreement duly executed and delivered on behalf of such Person or (y) in the case of any Person that becomes a Loan Party after the Effective Date (including by ceasing to be an Excluded Subsidiary), a supplement to the Guarantee Agreement, in substantially the form specified therein, duly executed and delivered on behalf of such Person and (ii) Holdings, the Borrower and each Subsidiary Loan Party either (x) a counterpart of each applicable Security Document duly executed and delivered on behalf of such Person or (y) in the case of any Person that becomes a Subsidiary Loan Party after the Effective Date (including by ceasing to be an Excluded Subsidiary), either (A) to the extent applicable, a supplement to each applicable Security Document, substantially the form specified therein, duly executed and delivered on behalf of such Person or (B) a Security Document, in each case under this clause (a) together with, in the case of any such Loan Documents executed and delivered after the Effective Date, to the extent reasonably requested by the Collateral Agent or the Required Lenders, documents of the type referred to in Section 4.01(d) within the time periods set forth in Sections 5.11 and 5.12 ;
 (b) all outstanding Equity Interests of the Borrower and each Restricted Subsidiary (other than any Equity Interests constituting Excluded Assets) owned by or on behalf of any Loan Party, shall have been pledged, charged or otherwise made subject to security pursuant to the applicable Security Document, and, subject to any applicable intercreditor agreements and the other terms of the Security Documents, the Collateral Agent shall have received certificates, if any, representing all such Equity Interests to the extent constituting “certificated securities” under the UCC, together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank, in each case, to the extent required by the applicable Security Document to perfect the security interest therein;
 (c) if any Pledged Debt Security of Holdings, the Borrower or any Subsidiary in a principal amount of $3,000,000 or more individually, or $6,000,000 or more in the aggregate, is owing by such obligor to any Loan Party and such Pledged Debt Security is evidenced by a promissory note, such promissory note shall be pledged or otherwise secured pursuant to the applicable Security Document, and, subject to any applicable intercreditor agreements and the other terms of the Security Documents, the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank, to the extent required by the applicable Security Document; provided that the foregoing delivery requirement with respect to any intercompany indebtedness constituting a Pledged Debt Security may be satisfied by delivery of an omnibus or global intercompany note (including in the form of intercompany note attached as Exhibit F ) executed by the applicable Loan Parties as payees and the applicable obligors as payors;
 (d) all certificates, agreements, documents and instruments, including Uniform Commercial Code financing statements and Intellectual Property Security Agreements for filing with the United States Patent and Trademark Office and the United States Copyright Office to the extent required by this Agreement, the Security Documents, Requirements of Law and as reasonably requested by the Collateral Agent or the Required Lenders to be filed, delivered, registered or recorded to create the Liens intended to be created by the Security Documents and perfect such Liens to the extent required by, and with the priority required by, this Agreement, the Security Documents and the other provisions of the term “Collateral and Guarantee Requirement”, shall have been or will be filed, registered or recorded by the Collateral Agent; and
 14
     

 (e) within one hundred and twenty (120) days (or such longer period as may be agreed to by the Collateral Agent in its reasonable discretion) after the Effective Date with respect to any Material Real Property owned by a Loan Party on the Effective Date (or, (1) with respect to any Material Real Property acquired by a Loan Party after the Effective Date, within one hundred and twenty (120) days (or such longer period as may be agreed to by the Collateral Agent in its reasonable discretion) after such acquisition and (2) with respect to any Material Real Property owned by a Person who becomes a Loan Party after the Effective Date, within one hundred and twenty (120) days (or such longer period as may be agreed to by the Collateral Agent in its reasonable discretion) after such person becomes a Loan Party), in each case, solely to the extent such Material Real Property does not constitute an Excluded Asset, the Collateral Agent shall have received:
 (c) (i)    counterparts of a Mortgage with respect to each Material Real Property duly executed and delivered by the record owner of such Mortgaged Property; provided that, if a mortgage tax will be owed on the entire amount of the Secured Obligations evidenced hereby, then, to the extent permitted by, and in accordance with, applicable law, the amount of such mortgage tax shall be calculated based on the lesser of (x) the amount of the Secured Obligations allocated to the applicable Mortgaged Property and (y) the estimated fair market value of the Mortgaged Property at the time the Mortgage is entered into, as reasonably determined by the Borrower, which determination shall be conclusive absent manifest error, which in the case of clause (y) will result in a limitation of the Secured Obligations secured by the Mortgage to such amount,
 (d) (ii)    a policy or policies of title insurance (or marked unconditional commitment or title pro-forma to issue such policy or policies) issued by a nationally recognized title insurance company insuring the Lien of each such Mortgage as a first priority Lien on the Mortgaged Property described therein, free of any other Liens except as expressly permitted by Section 6.02 , together with such customary endorsements (but at all times excluding a creditor’s rights endorsement) as the Collateral Agent or the Required Lenders may reasonably request to the extent available in the applicable jurisdiction at commercially reasonable rates (it being agreed that the Collateral Agent shall accept zoning reports from a nationally recognized zoning company in lieu of zoning endorsements to such title insurance policies), in an amount equal to the fair market value of such Mortgaged Property or such lesser amount as reasonably agreed by the Borrower and the Collateral Agent; provided that in no event will the Borrower be required to obtain independent appraisals of such Mortgaged Properties, unless required by FIRREA,
 (e) (iii)    a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination with respect to each Mortgaged Property,
 (f) (iv)    in each case if reasonably requested by the Collateral Agent or the Required Lenders, a customary legal opinion with respect to each such Mortgage, from counsel qualified to opine in each jurisdiction (i) where a Mortgaged Property is located regarding the enforceability of the Mortgage and (ii) where the applicable Loan Party granting the Mortgage on said Mortgaged Property is organized or incorporated, regarding the due authorization, execution and delivery of such Mortgage, and in each case, such other customary matters as may be in form and substance reasonably satisfactory to the Collateral Agent,
 (g) (v)    a new survey or existing survey together with a no change affidavit, or other new survey product, including a Zip Map or an ExpressMap (or an existing survey product with no change affidavit) of such Mortgaged Property, in each case in form acceptable to the title insurance company to issue the title policy and required endorsements
 15
     

 without the standard survey exception and in the case of a new survey or new survey product, certified to the Collateral Agent and the title insurance company, and
 (h) (vi)    evidence of payment of title insurance premiums and expenses and all recording, mortgage, transfer and stamp taxes and fees payable in connection with recording the Mortgage, any amendments thereto and any fixture filings, if applicable, in appropriate county land office(s).
 Notwithstanding the foregoing provisions of this definition or anything in this Agreement or any other Loan Document to the contrary, (a) the foregoing provisions of this definition shall not require the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets of the Loan Parties, or the provision of Guarantees by any Subsidiary, if, and for so long as the Collateral Agent and the Borrower reasonably agree in writing that the cost, burden, difficulty or consequence of creating or perfecting such pledges or security interests in such assets, or obtaining such title insurance, legal opinions or other deliverables in respect of such assets, or providing such Guarantees (taking into account any adverse tax consequences (other than de minimis adverse tax consequences) to Holdings, the Borrower, or any Subsidiary or any of their respective direct or indirect equity holders (including the imposition of withholding or other material taxes), as reasonably determined by the Borrower in consultation with, but without the consent of, the Administrative Agent), is excessive in relation to the benefits to be obtained by the Lenders therefrom; (b) Liens required to be granted from time to time pursuant to the term “Collateral and Guarantee Requirement” shall be subject to exceptions and limitations set forth in this Agreement and the Security Documents; (c) no Loan Party shall be required to enter into control agreements with respect to, or otherwise perfect any security interest by “control” (or similar arrangements) over securities accounts, deposit accounts, commodities accounts, other bank accounts, cash and cash equivalents and accounts related to the clearing, payment processing and similar operations of the Borrower and its Restricted Subsidiaries, or any other assets; (d) in no event shall any Loan Party (other than any Discretionary Guarantor that is a Foreign Subsidiary) be required to complete any filings or take any other action with respect to the perfection of security interests (including with respect to pledges of Equity Interests) in any jurisdiction outside of the United States (or any state thereof or the District of Columbia) or with respect to any assets located or titled under the law outside of the United States (or any state thereof or the District of Columbia), or to perfect or make enforceable any security interests in any such assets (it being understood that all security granted by any Loan Party (other than any Discretionary Guarantor that is a Foreign Subsidiary) (other than Mortgages) shall be governed by the law of the state of New York); (e) in no event shall any Loan Party be required to complete any filings or other action with respect to perfection of security interests in assets subject to certificates of title (including with respect to motor vehicles, airplanes and equipment) beyond the filing of general “all asset” UCC financing statements; (f) other than the filing of general “all asset” UCC financing statements, no perfection shall be required with respect to Pledged Debt Securities in a principal amount of less than $3,000,000 individually, or $6,000,000 in the aggregate; (g) in no event shall any Loan Party be required to (1) enter into source code agreements or escrow agreements or (2) complete any filings or take any other action (including seeking registration of any Intellectual Property) with respect to security interests in Intellectual Property beyond the filing of Intellectual Property Security Agreements with the United States Patent and Trademark Office and the United States Copyright Office (other than, in the case of this clause (2) , any Discretionary Guarantor that is a Foreign Subsidiary); (h) no actions shall be required to perfect a security interest in letter of credit rights (other than the filing of general “all asset” UCC financing statements) or fixtures (other than the filing of UCC financing statements to the extent a Mortgage is required to be delivered with respect to the property to which such fixtures relate under the terms of this Agreement); (i) in no event shall the Administrative Agent, the Collateral Agent or any Lender require that environmental
 16
     

 reports be obtained, but any such non-privileged environmental reports that are prepared at the request of the Loan Parties shall be shared with the Administrative Agent (for distribution to the Lenders) if requested; (j) in no event shall any Loan Party be required to seek any notices to or consents of governmental authorities under the Federal Assignment of Claims Act (or any state equivalent thereof); (k) in no event shall any Loan Party be required to deliver landlord waivers, estoppels or collateral access letters; (l) in no event shall the Administrative Agent, the Collateral Agent or any Lender send notices to account debtors or other contractual third-parties unless an Event of Default has not been cured or waived and is continuing and the Administrative Agent or the Collateral Agent has exercised its rights pursuant to Section 7.01 of this Agreement; and (m) in no event shall the Collateral include any Excluded Assets (collectively, the foregoing clauses (a) through (m) , the “ Attachment and Perfection Limitations ”); provided that the Borrower in its sole discretion may elect to undertake any of the Attachment and Perfection Limitations (however, none of the Administrative Agent, the Collateral Agent or any other Secured Party shall be authorized to require such an undertaking). The Collateral Agent may grant extensions of time for the creation and perfection of security interests in or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets or the provision of any Guarantee by any Subsidiary (including extensions beyond the Effective Date or in connection with assets acquired, or Subsidiaries formed or acquired, after the Effective Date) and any other obligations under this definition where it determines that such action cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required to be accomplished by this Agreement (including as set forth on Schedule 5.14 ) or the Security Documents.
 “ Commitment ” means with respect to any Lender, its Revolving Commitment, Other Revolving Commitment of any Class, Term Commitment, Commitments under any Incremental Term Facility of any Class, Other Term Commitment of any Class or any combination thereof (as the context requires).
 “ Commitment Fee ” has the meaning assigned to such term in Section 2.12(a) .
 “ Commodity Exchange Act ” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.
 “ Communication ” has the meaning assigned to such term in Section 9.06 .
 “ Company Refinancing ” has the meaning assigned to such term in the definition of “Transactions”.
 “ Compliance Certificate ” means the certificate required to be delivered pursuant to Section 5.01(d) and substantially in the form of Exhibit G .
 “ Conforming Changes ” means, with respect to either the use or administration of any Benchmark or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Alternate Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods and other technical, administrative or operational matters) that the Administrative Agent, in consultation with the Borrower, decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative
 17
     

 Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent, in consultation with the Borrower, decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).
 “ Consolidated EBITDA ” means, for any period, Consolidated Net Income for such period, plus :
 (a) without duplication and to the extent deducted (and not added back), other than with respect to clauses (xvi) , (xx) and (xxiii) , in arriving at such Consolidated Net Income, the sum of the following amounts for such period:
 (a) total interest expense determined in accordance with GAAP and, to the extent not reflected in such total interest expense or added back in computing Consolidated Net Income, the sum of (A) premium payments, fees, charges and related expenses incurred in connection with borrowed money (including capitalized interest) permitted to be incurred hereunder plus (B) the portion of rent expense with respect to such period under Capitalized Leases that is treated as interest expense in accordance with GAAP plus (C) the implied interest component of synthetic leases with respect to such period plus (D) any losses on hedging obligations or other derivative instruments entered into for the purpose of hedging interest rate risk in respect of Indebtedness, net of interest income and gains on such hedging obligations or such derivative instruments plus (E) bank and letter of credit fees and banker’s acceptance fees and costs of surety bonds in connection with financing activities;
 (b) provision for taxes based on income, profits or capital and sales taxes of the Borrower and its Restricted Subsidiaries, including federal, foreign, state, franchise, excise, and similar taxes paid or accrued during such period (including in respect of repatriated funds) including penalties and interest related to such taxes or arising from any tax examinations;
 (c) Non-Cash Charges for which there is no cash outlay for such period;
 (d) any non-cash increase in expenses resulting from the revaluation of inventory (including any impact of changes of inventory valuation policy methods including changes in capitalization of variances), other inventory adjustments or any increase in expenses due to purchase accounting; provided that if any such non-cash charges or other non-cash items represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period;
 (e) (A) costs and expenses in connection with pre-opening, opening and decommissioning of any business line or facility and costs and expenses related to the closure, relocation, reconfiguration, upgrading, remodeling and/or consolidation of facilities and (B) costs to relocate employees, integration and transaction costs, retention charges, long-term incentive plan payments and expenses (including payments of non-cash compensation made pursuant to any management or employee benefit plan or agreement or any stock subscription or shareholder agreement), severance and contract termination costs (including integration and transaction costs incurred in connection with the Transactions and any other acquisitions);
 (f) extraordinary, exceptional, infrequent, unusual, one time or non-recurring charges, items, expenses or losses (including any unusual or non-recurring operating expenses directly attributable to the implementation of cost savings initiatives), integration costs, severance costs, retention costs and other business organization expenses (including related to new system design and implementation, recruiting and signing bonuses and expenses, costs), recruiting costs and fees, signing fees, expenses, costs and bonuses, retention costs, contract termination costs,
 18
     

 costs related to the implementation of operational and reporting systems and technology initiatives and strategic initiatives, consulting fees and expenses, any one time expense relating to enhanced accounting function, Transaction Costs or other transaction costs (including those associated with becoming a public company or integrating systems), business optimization expenses relating to any decommissioning or reconfiguration of fixed assets for alternative use, costs incurred in connection with acquisitions, integration expenses, and non-recurring Intellectual Property development, internal costs in respect of strategic initiatives and curtailments or modifications to pension and post-retirement employee benefit plans (including any settlement of pension liabilities), Public Company Costs and charges, costs and expenses relating to any epidemiological pandemic or actions taken in connection therewith or in response thereto;
 (g) restructuring costs, charges, accruals or reserves (including restructuring, retention, relocation, recruiting, severance and integration costs related to the Transactions and other acquisitions and adjustments to existing reserves) and any other costs, charges, accruals, reserves or expenses attributable to the undertaking and/or implementation of the items listed in clauses (b)(i) and (b)(ii) below, whether or not classified as restructuring expense on the consolidated financial statements;
 (h) the amount of any non-controlling interest consisting of income attributable to non-controlling interests of third parties in any Non-Wholly Owned Restricted Subsidiary deducted (and not added back in such period) in calculating Consolidated Net Income but only to the extent such income is received in cash by the Borrower or any Restricted Subsidiary;
 (i) (A) [reserved] and (B) the amount of expenses relating to payments made to option holders of Holdings or any Holdings Parent in connection with, or as a result of, any distribution being made to shareholders of such Person or its direct or indirect parent companies, which payments are being made to compensate such option holders as though they were shareholders at the time of, and entitled to share in, such distribution, in each case to the extent permitted by the Loan Documents;
 (j) all net after-tax, loss, expense or charge from sold, abandoned, closed or discontinued operations and any net after-tax loss on any asset sale or the disposal of abandoned, closed or discontinued operations (and all related expenses);
 (k) any non-cash loss attributable to the mark to market movement in the valuation of any Equity Interests, and hedging obligations or other derivative instruments (in each case, including pursuant to Financial Accounting Standards Codification No. 815—Derivatives and Hedging but only to the extent the cash impact resulting from such loss has not been realized);
 (l) any loss relating to amounts paid in cash prior to the stated settlement date of any hedging obligation that has been reflected in Consolidated Net Income for such period;
 (m) any gain relating to hedging obligations associated with transactions realized in the current period that has been reflected in Consolidated Net Income in prior periods and excluded from Consolidated EBITDA pursuant to clauses (d)(iv)  and (d)(v)  below;
 (n) any costs or expenses incurred by the Borrower or any Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement, any severance agreement or any stock subscription or shareholder agreement, to the extent that such costs or expenses are non-cash (with no future cash outlay expected) or otherwise funded with cash proceeds contributed to the capital of the Borrower or Net Proceeds of an issuance of Equity Interests of Holdings (other than Disqualified Equity Interests);
 (o) any net pension or other post-employment benefit costs representing amortization of unrecognized prior service costs, actuarial losses, including amortization of such amounts arising in prior periods, amortization of the unrecognized net obligation (and loss or cost) existing
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 at the date of initial application of FASB Accounting Standards Codification 715, and any other items of a similar nature;
 (p) addbacks and adjustments (w) set forth in the Sponsor Model (together with any additional updates or modifications thereto as reasonably agreed between the Sponsor and the Required Lenders), (x) set forth in any quality of earnings report that is provided to the Administrative Agent (for distribution to the Lenders) and prepared by a “big four” accounting firm or any other nationally recognized accounting firm (or other accounting firm reasonably acceptable to the Administrative Agent) in connection with the Transactions or any permitted acquisition that occurs after the Effective Date (each, a “ QofE ”), (y) consistent with Regulation S-X (as in effect immediately prior to January 1, 2021) or (z) identified and agreed to in writing by the Required Lenders;
 (q) start-up costs (including entry into new markets and/or channels, sale pilots and new product launches, and new service offerings); provided that addbacks under this clause (a)(xvii) (when taken together with any addbacks pursuant to clauses (b)(i) and (b)(ii) below and in the definitions of “Pro Forma Adjustment” or “Pro Forma Disposal Adjustment”) shall not exceed 35% of Consolidated EBITDA as of the last day of the most recently ended Test Period (calculated after giving effect to all addbacks and adjustments) (it being understood that such 35% cap shall not apply to any addbacks or adjustments under this clause (a)(xvii) that are (A) in relation to the Transactions or (B) set forth in the Sponsor Model or any QofE);
 (r) (x) costs incurred in connection with strategic initiatives, strategic growth investments and reorganization costs and expenses, (y) costs to support implementation of operational and reporting systems and (z) costs to support non-recurring technology initiatives;
 (s) charges, losses or expenses to the extent (x) actually indemnified, or insured or reimbursed or otherwise paid in cash by a third party or (y) expected by the Borrower to be indemnified or reimbursed by a third party within twelve (12) months of such determination (with a deduction in the applicable future period for any amounts so added back to the extent not so indemnified or reimbursed within such twelve (12) month period);
 (t) solely for purposes of determining compliance with the Financial Performance Covenant in respect of any period which includes the exercise of a Cure Right (but not for the determination of the Senior Secured First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio or the Total Net Leverage Ratio for any other purposes), any Cure Amount;
 (u) [reserved];
 (v) [reserved]; and
 (w) to the extent that any Holdings Parent Specified Expenses would have been added back to Consolidated EBITDA pursuant to clauses (a)(i) through (xxii) above had such charge, tax or expense been incurred directly by Holdings, such Holdings Parent Specified Expenses;
 plus
 (a)
 (a) the amount of cost savings, business optimization, operating expense reductions, other operating improvements and “run rate” synergies (other than revenue synergies) projected by the Borrower to be realized in connection with any operational changes and/or operational initiatives (including from the Transactions, any Specified Transaction or any other acquisition, Investment or disposition (including the termination or discontinuance of activities constituting a business) permitted under this Agreement), to the extent projected by the Borrower in good faith to result from actions taken or with respect to which substantial steps have been taken or are
 20
     

 expected to be taken, in each case on or prior to the date that is twenty-four (24) months after the applicable date of determination, net of the amount of actual benefits realized from such actions; provided that (A) a Financial Officer shall certify in a Compliance Certificate that in its good faith judgment, such cost savings, business optimization, operating expense reductions, other operating improvements and synergies are reasonably identifiable, factually supportable and anticipated to be realized and (B) no cost savings, operating expense reductions, other operating improvements or synergies shall be added pursuant to this clause (b)(i) that are duplicative of amounts included in clauses (a)(vi) and (a)(vii) above, clause (b)(ii) below or in the definitions of “Pro Forma Adjustment” or “Pro Forma Disposal Adjustment”; provided , further , that addbacks under this clause (b)(i) (when taken together with any addbacks pursuant to clauses (b)(ii) below and clause (a)(xvii) above and in the definitions of “Pro Forma Adjustment” or “Pro Forma Disposal Adjustment”) shall not exceed 35% of Consolidated EBITDA as of the last day of the most recently ended Test Period (calculated after giving effect to all addbacks and adjustments) (it being understood that such 35% cap shall not apply to any addbacks or adjustments under this clause (b)(i) that are (A) in relation to the Transactions or (B) set forth in the Sponsor Model or any QofE);
 (b) the amount of cost savings, business optimization, operating expense reductions, other operating improvements and “run rate” synergies (other than revenue synergies) projected by the Borrower to be realized in connection with any actions, including optimization actions and new and amended contracts, to the extent projected by the Borrower in good faith to result from actions taken or with respect to which substantial steps have been taken or are expected to be taken, in each case on or prior to the date that is twenty-four (24) months after the applicable date of determination, net of the amount of actual benefits realized from such actions; provided that (A) a Financial Officer shall certify in a Compliance Certificate that in its good faith judgment, such cost savings, business optimization, operating expense reductions, other operating improvements and synergies are reasonably identifiable, factually supportable and anticipated to be realized and (B) no cost savings, operating expense reductions, other operating improvements or synergies shall be added pursuant to this clause (b)(ii) that are duplicative of amounts included in clauses (a)(vi) , (a)(vii) and (b)(i) above or in the definitions of “Pro Forma Adjustment” or “Pro Forma Disposal Adjustment”; provided , further , that addbacks under this clause (b)(ii) (when taken together with any addbacks pursuant to clauses (a)(xvii) and (b)(i) above and in the definitions of “Pro Forma Adjustment” or “Pro Forma Disposal Adjustment”) shall not exceed 35% of Consolidated EBITDA as of the last day of the most recently ended Test Period (calculated after giving effect to all addbacks and adjustments) (it being understood that such 35% cap shall not apply to any addbacks or adjustments under this clause (b)(ii) that are (A) in relation to the Transactions or (B) set forth in the Sponsor Model or any QofE);
 (c) costs, charges, accruals, reserves or expenses (including rationalization, legal, tax, structuring, financial advisory, investment banking, any transaction or retention bonus or similar payment and fees, costs and expenses of any counsel, consultants or other advisors and other costs and expenses) attributable to the undertaking and/or implementation of the Transactions, any Specified Transaction or any of the items listed in clauses (b)(i) and (b)(ii) above, whether or not consummated;
 plus
 (a) without duplication of the addback set forth in clause (a)(xix) above, to the extent covered by business interruption insurance and actually reimbursed or otherwise paid in cash, expenses or losses relating to business interruption or, so long as the Borrower has made a determination that a reasonable basis exists for indemnification or reimbursement and only to the extent that such amount expected to be indemnified or reimbursed within 365 days of such determination (with a deduction in the applicable future period for any amount so added back to the extent not so indemnified or reimbursed within such 365 days);
 less
 21
     

 (b) without duplication and to the extent included in arriving at such Consolidated Net Income, the sum of the following amounts for such period:
 (a) extraordinary, unusual or non-recurring gains;
 (b) non-cash gains;
 (c) gains on asset sales, disposals or abandonments (other than asset sales, disposals or abandonments in the ordinary course of business);
 (d) any non-cash gain attributable to the mark to market movement in the valuation of any Equity Interests, and hedging obligations or other derivative instruments (in each case, including pursuant to Financial Accounting Standards Codification No. 815—Derivatives and Hedging but only to the extent the cash impact resulting from such gain has not been realized);
 (e) any gain relating to amounts received in cash prior to the stated settlement date of any hedging obligation that has been reflected in Consolidated Net Income in such period;
 (f) the amount of any minority interest income consisting of losses attributable to minority interests or non-controlling interests in any Non-Wholly Owned Restricted Subsidiary;
 (g) [reserved]; and
 (h) any loss relating to hedging obligations associated with transactions realized in the current period that has been reflected in Consolidated Net Income in prior periods and excluded from Consolidated EBITDA pursuant to clauses (a)(xi) and (a)(xii) above;
 in each case, as determined on a consolidated basis for the Borrower and the Restricted Subsidiaries in accordance with GAAP;  provided that:
 1. to the extent included in Consolidated Net Income, there shall be excluded in determining Consolidated EBITDA for any period any adjustments resulting from the application of Financial Accounting Standards Codification No. 815—Derivatives and Hedging,
 2. there shall be included in determining Consolidated EBITDA for any period, without duplication, (A) to the extent not included in Consolidated Net Income or added back to Consolidated Net Income in the calculation of Consolidated EBITDA pursuant to clause (a)(xvi)(y) of the definition of “Consolidated EBITDA”, the Acquired EBITDA of any Person, business, line of business, division, business unit or asset acquired by the Borrower or any Restricted Subsidiary during such period (other than any Unrestricted Subsidiary) to the extent not subsequently sold, transferred or otherwise disposed of (but not including the Acquired EBITDA of any related Person, property, business, line of business, division, business unit or assets to the extent not so acquired) (each such Person, property, business, line of business, division, business unit or asset acquired, including pursuant to the Transactions or pursuant to a transaction consummated prior to the Effective Date, and not subsequently so disposed of, an “ Acquired Entity or Business ”), and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (each, a “ Converted Restricted Subsidiary ”), in each case based on the Acquired EBITDA of such Pro Forma Entity for such period (including the portion thereof occurring prior to such acquisition or conversion) determined on a historical Pro Forma Basis and (B) an adjustment equal to the amount of the Pro Forma Adjustment for such period (including the portion thereof occurring prior to such acquisition or conversion), subject to the limitations set forth in clause (b) above;
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 3. there shall be (A) to the extent included in Consolidated Net Income, excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business, line of business, division, business unit or asset (other than any Unrestricted Subsidiary) sold, transferred or otherwise disposed of, closed or classified as discontinued operations in accordance with GAAP (other than (x) if so classified on the basis that it is being held for sale unless such sale has actually occurred during such period and (y) for periods prior to the applicable sale, transfer or other disposition, if the Disposed EBITDA of such Person, property, business, line of business, division, business unit or asset is positive ( i.e. , if such Disposed EBITDA is negative, it shall be added back in determining Consolidated EBITDA for any period)) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business, line of business, division, business unit or asset so sold, transferred or otherwise disposed of, closed or classified, a “ Sold Entity or Business ”), and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each, a “ Converted Unrestricted Subsidiary ”), in each case based on the Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer, disposition, closure, classification or conversion) determined on a historical Pro Forma Basis and (B) to the extent not included in Consolidated Net Income, included in determining Consolidated EBITDA for any period in which a Sold Entity or Business is disposed, an adjustment equal to the Pro Forma Disposal Adjustment with respect to such Sold Entity or Business (including the portion thereof occurring prior to such disposal); and
 4. to the extent included in Consolidated Net Income, there shall be excluded in determining Consolidated EBITDA any expense (or income) as a result of adjustments recorded to contingent consideration liabilities relating to the Transactions or any Permitted Acquisition (or other Investment permitted hereunder).
 For purposes of this Agreement for any Test Period ending on or prior to December 31, 2026, Consolidated EBITDA shall be deemed to equal:
 (a) $3,220,000 for the fiscal quarter ended June 30, 2025;
 (b) $3,220,000 for the fiscal quarter ended September 30, 2025;
 (c) $3,220,000 for the fiscal quarter ended December 31, 2025; and
 (d) $25,940,000 for the fiscal quarter ended March 31, 2026;
 (e) it being understood that such amounts are subject to adjustments pursuant to the foregoing clauses of the definition of “Consolidated EBITDA”, and to the extent otherwise contemplated in this Agreement, in connection with any Pro Forma Adjustment, Pro Forma Disposal Adjustment or any calculation on a Pro Forma Basis.
 “ Consolidated Funded Indebtedness ” means (x) the outstanding principal amount of all Indebtedness of the type described in clauses (a) , (b) (but excluding surety bonds, performance bonds or other similar instruments), (d) and (g) of the definition of “Indebtedness” (and, without duplication, any Indebtedness of the type described in clause (f) of the definition of “Indebtedness”) to the extent related to the foregoing of a Person and its Restricted Subsidiaries on a consolidated basis in accordance with GAAP (but (1) excluding the effects of any discounting of Indebtedness resulting from the application of purchase accounting in connection with the Transactions or any acquisition and (2) any Indebtedness that is issued at a discount to its initial principal amount shall be calculated based on the entire stated principal amount thereof, without giving effect to any discounts or upfront payments), excluding obligations in
 23
     

 respect of bank guarantees and guarantees on first demand, in each case, except to the extent of unreimbursed amounts thereunder, (y) all purchase money Indebtedness and (z) all drawn letters of credit (to the extent of any unreimbursed amounts thereunder that remain outstanding for at least three (3) Business Days). For the avoidance of doubt, it is understood that obligations (i) under Swap Agreements and cash management agreements and (ii) owed by Unrestricted Subsidiaries, do not constitute Consolidated Funded Indebtedness.
 “ Consolidated Net Income ” means, for any period, the net income (loss) of the Borrower and its Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, excluding, without duplication,
 (a) the cumulative effect of a change in accounting principles during such period;
 (b) any accruals, payments, fees, costs and expenses (including rationalization, legal, tax, structuring, financial advisory, investment banking, any transaction or retention bonus or similar payment and fees, costs and expenses of any counsel, consultants or other advisors and other costs and expenses) incurred during such period, or any amortization thereof for such period, in connection with the Transactions (including the Transaction Costs), any Specified Transactions, any non-recurring costs to acquire equipment to the extent not capitalized in accordance with GAAP, Investments (including any earn-outs), Restricted Payments, Dispositions, recapitalization, issuances of Indebtedness or Equity Interests (including any initial public offering) or repayment of debt, refinancing transactions or amendment or other modification of any debt instrument, and restructurings, workouts and extensions and refinancings of any of the foregoing, non-competition agreements, one-time accruals, up-front fees, financing fees, commitment fees, costs, expenses or premiums related to any repayment of debt, issuance of equity securities, refinancing transaction or amendment or other modification of or waiver or consent relating to any debt instrument (in each case, including the Transaction Costs and any such transaction consummated prior to the Effective Date and any such transaction undertaken but not completed and including costs and expenses of the Administrative Agent and Lenders that are reimbursed and fees paid to the Permitted Holders) and any charges or non-recurring merger or amalgamation costs incurred during such period as a result of any such transaction, in each case whether or not successful (including, for the avoidance of doubt, the effects of expensing all transaction-related expenses in accordance with FASB Accounting Standards Codification 805 and gains or losses associated with FASB Accounting Standards Codification 460);
 (c) any income (loss) for such period attributable to the early extinguishment or cancellation of Indebtedness, hedging agreements or other derivative instruments;
 (d) accruals and reserves that are established or adjusted as a result of the Transactions or any Permitted Acquisition or other Investment not prohibited under this Agreement in accordance with GAAP (including any adjustment of estimated payouts on earn-outs) or changes as a result of the adoption or modification of accounting policies during such period;
 (e) any income (loss) attributable to deferred compensation plans or trusts;
 (f) stock-based award compensation expenses;
 (g) the amount of any expense required to be recorded as compensation expense related to contingent transaction consideration; and
 (h) non-cash and unrealized currency translation gains and losses related to currency remeasurements of assets, liabilities or indebtedness (including the net loss or gain resulting from hedging agreements for currency exchange risk and revaluations of intercompany balances).
 24
     

 There shall be included in Consolidated Net Income, without duplication, (i) the Consolidated Net Income of any Unrestricted Subsidiary for the applicable period, solely to the extent of any dividends or other distributions received in cash or other Permitted Investments from such Unrestricted Subsidiary and (ii) the effects from applying acquisition method accounting, including applying acquisition method accounting to inventory, property and equipment, loans and leases, software and other intangible assets and deferred revenue (including deferred costs related thereto) required or permitted by GAAP and related authoritative pronouncements (including the effects of such adjustments pushed down to the Borrower and its Restricted Subsidiaries), as a result of the Transactions, any acquisition or Investment consummated prior to the Effective Date and any Permitted Acquisitions (or other Investment not prohibited hereunder) or the amortization or write-off of any amounts thereof.
 “ Consolidated Working Capital ” means, at any date, an amount equal to the difference (which may be negative) of (a) the sum of all amounts (other than cash and Permitted Investments) that would, in conformity with GAAP, be set forth opposite the caption “total current assets” (or any like caption) on a consolidated balance sheet of the Borrower and its Restricted Subsidiaries at such date, excluding the current portion of deferred income taxes minus (b) the sum of all amounts that would, in conformity with GAAP, be set forth opposite the caption “total current liabilities” (or any like caption) on a consolidated balance sheet of the Borrower and its Restricted Subsidiaries on such date, but excluding, without duplication, (i) the current portion of any Funded Debt, (ii) all Indebtedness consisting of Loans and obligations under Letters of Credit and Capital Lease Obligations to the extent otherwise included therein, (iii) the current portion of interest, (iv) the current portion of current and deferred income taxes, (v) accrual of any costs or expenses related to restructuring reserves, (vi) the current portion of pension liabilities and (vii) deferred revenue; provided that for purposes of calculating Excess Cash Flow, increases or decreases in working capital shall exclude (I) the impact of non-cash adjustments contemplated in the Excess Cash Flow calculation, (II) the impact of adjusting items in the definition of “Consolidated Net Income” and (III) any changes in current assets or current liabilities as a result of (x) the effect of fluctuations in the amount of accrued or contingent obligations, assets or liabilities under hedging agreements or other derivative obligations or (y) any reclassification in accordance with GAAP of assets or liabilities, as applicable, between current and noncurrent.
 “ Contract Consideration ” has the meaning assigned to such term in the definition of “Excess Cash Flow”.
 “ Contribution Indebtedness ” means Indebtedness of the Borrower or any Restricted Subsidiary in an aggregate principal amount not greater than the aggregate amount of capital contributions in cash or Permitted Investments (other than in respect of any Disqualified Equity Interest, and Qualified Equity Interests constituting Cure Amounts) received by the Borrower or any Restricted Subsidiary after the Effective Date and Not Otherwise Applied to the Available Amount or the Available Equity Amount.
 “ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “ Controlling ” and “ Controlled ” have meanings correlative thereto.
 “ Control Investment Affiliate ” means, as to any Person, any other Person that (a) directly or indirectly, is in control of, is controlled by, or is under common control with, such Person and (b) is organized by such Person primarily for the purpose of making equity investments in one or more companies.
 25
     

 “ Converted Restricted Subsidiary ” has the meaning assigned to such term in the definition of “Consolidated EBITDA”.
 “ Converted Unrestricted Subsidiary ” has the meaning assigned to such term in the definition of “Consolidated EBITDA”.
 “ Copyright ” has the meaning assigned to such term in the Collateral Agreement.
 “ Corrected Margin Financials Date ” has the meaning assigned to such term in the definition of “Applicable Rate”.
 “ Covenant Period ” means any Test Period (commencing with the Test Period ending on the last day of the second full fiscal quarter ending after the Effective Date) solely to the extent that, as of the last day of such Test Period, the aggregate amount of Revolving Exposures (excluding all undrawn Letters of Credit (whether or not cash collateralized)) is equal to or greater than 40.0% of the aggregate amount of Revolving Commitments then in effect.
 “ Covered Entity ” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).
 “ Covered Party ” has the meaning assigned to such term in Section 9.22 .
 “ Credit Agreement Refinancing Indebtedness ” means Indebtedness issued, incurred or otherwise obtained by the Borrower or another Loan Party (including by means of the extension or renewal of existing Indebtedness) in exchange for, or to extend, renew, replace or refinance, in whole or part, existing Term Loans or Revolving Loans (or unused Revolving Commitments) (such Indebtedness, “ Refinanced Debt ”); provided that such exchanging, extending, renewing, replacing or refinancing Indebtedness (a) is in an original aggregate principal amount not greater than the aggregate principal amount of the Refinanced Debt ( plus any premium, original issue discount and upfront fees, accrued interest and fees and expenses incurred in connection with such exchange, extension, renewal, repayment, replacement or refinancing and the incurrence of such new Credit Agreement Refinancing Indebtedness) plus additional amounts to the extent otherwise permitted to be incurred under this Agreement pursuant to Section 6.01 (which additional amounts, for the avoidance of doubt, shall constitute a utilization of the relevant basket or exception pursuant to which such additional amount is permitted to be incurred), (b) (i) (except in the case of customary bridge loans, escrow or other similar arrangements which subject to customary conditions, would either automatically be converted into or required to be exchanged for permanent refinancing or extended so such facility does not mature prior to the maturity date of the Refinanced Debt) does not mature earlier than or, except in the case of Revolving Commitments, have a Weighted Average Life to Maturity shorter than the Refinanced Debt, (ii) if such Indebtedness is unsecured or secured by the Collateral on a junior lien basis to the Secured Obligations, does not have scheduled amortization or required payments of principal in greater amounts or at greater frequency than the Refinanced Debt prior to the maturity date of the Refinanced Debt (except in the case of customary bridge loans, escrow or other similar arrangements which subject to customary conditions, would either automatically be converted into or required to be exchanged for permanent refinancing or extended so such facility does not mature prior to the maturity date of the Refinanced Debt) (except for customary payments in respect of asset sales, insurance and condemnation proceeds events, change of control or similar events and “AHYDO catch-up payments” and offers to purchase or acceleration upon an event of
 26
     

 default) and (iii) if such Indebtedness is with respect to Refinanced Debt consisting of Revolving Commitments, does not require scheduled amortization or mandatory commitment reductions prior to the latest Maturity Date of such Refinanced Debt, (c) shall not be guaranteed by any Restricted Subsidiary that is not, or that does not substantially concurrently become, a Loan Party, (d) in the case of any secured Indebtedness, is (i) not secured by any assets not securing the Secured Obligations and (ii) subject to the relevant Intercreditor Agreement(s), (e) if the Refinanced Debt was (1) contractually subordinated to the Loan Document Obligations in right of payment, such Credit Agreement Refinancing Indebtedness shall be contractually subordinated to the Loan Document Obligations on subordination terms (taken as a whole) at least as favorable to the Lenders as those contained in the documentation governing the Refinanced Debt or otherwise reasonably satisfactory to the Administrative Agent, (2) contractually subordinated to the Loan Document Obligations in right of security, such Credit Agreement Refinancing Indebtedness shall be contractually subordinated to the Loan Document Obligations on subordination terms (taken as a whole) at least as favorable to the Lenders as those contained in the documentation governing the indebtedness refinanced or otherwise reasonably satisfactory to the Administrative Agent or be unsecured, and/or (3) unsecured, such Credit Agreement Refinancing Indebtedness shall be unsecured, (f) solely in the case such Credit Agreement Refinancing Indebtedness is pari passu in right of payment and security with the Initial Term Loans, such Credit Agreement Refinancing Indebtedness may participate on a pro rata basis (or on less than a pro rata basis if the Borrower and the Lenders thereunder elect lesser payments) (but not greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, (g) in the case of any Credit Agreement Refinancing Indebtedness that is a revolving credit facility, may provide for the ability to participate (x) with respect to borrowings and repayments on a pro rata basis or less than pro rata basis (but not greater than pro rata basis) with other then-outstanding Classes of Revolving Commitments and (y) with respect to permanent repayments and terminations of revolving commitments, on a pro rata basis or less than a pro rata basis and (h) has covenants and events of default (excluding, for the avoidance of doubt, pricing, interest rate margins, rate floors, discounts, fees, collateral, guarantees, premiums and prepayment or redemption provisions) that are not materially more favorable (when taken as a whole) to the lenders or investors providing such Indebtedness than the covenants and events of default of this Agreement (when taken as a whole) are to the Lenders (unless (x) such covenants or other provisions are applicable only to periods after the maturity date of the Refinanced Debt at the time of such refinancing, (y) the Lenders also receive the benefit of such more favorable covenants and events of default (together with, at the election of the Borrower, any applicable “equity cure” provisions with respect to any financial maintenance covenant) (it being understood that, to the extent that any covenant, event of default or guarantee is added or modified for the benefit of any such Indebtedness, no consent shall be required by the Administrative Agent or any of the Lenders if such covenant, event of default or guarantee is (i) also added or modified for the benefit of any corresponding Loans remaining outstanding after the issuance or incurrence of such Indebtedness, or (ii) only applicable after the Latest Maturity Date at the time of such refinancing ( provided that the Borrower may, in its sole discretion, deliver a certificate of a Responsible Officer of the Borrower to the Administrative Agent at least five (5) Business Days prior to the incurrence of such indebtedness, together with a reasonably detailed description of the material terms and conditions of such resulting Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement, and such certificate shall be conclusive evidence that such terms and conditions satisfy the requirement of this clause (h)(y) unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that the Required Lenders disagree with such determination)) or (z) such terms and conditions are reasonably satisfactory to the Administrative Agent). For the avoidance of doubt, it is understood and agreed that (x) notwithstanding anything in this Agreement to the contrary, in the case of any Indebtedness incurred to modify, refinance, refund, extend, renew or replace Indebtedness initially incurred in reliance on and measured by reference to a percentage of Consolidated EBITDA at the time of incurrence, and such modification, refinancing, refunding,
 27
     

 extension, renewal or replacement would cause the percentage of Consolidated EBITDA to be exceeded if calculated based on the percentage of Consolidated EBITDA on the date of such modification, refinancing, refunding, extension, renewal or replacement, such percentage of Consolidated EBITDA restriction shall not be deemed to be exceeded so long as such incurrence otherwise constitutes “Credit Agreement Refinancing Indebtedness” and (y) such Credit Agreement Refinancing Indebtedness shall not be subject to any “most favored nation” pricing provisions.
 “ Cure Amount ” has the meaning assigned to such term in Section 7.02(a) .
 “ Cure Right ” has the meaning assigned to such term in Section 7.02(a) .
 “ Cure Termination Date ” has the meaning assigned to such term in Section 7.02(a) .
 “ Debtor Relief Laws ” means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, examinership or similar debtor relief laws of the United States, or other applicable jurisdictions (domestic or foreign) from time to time in effect and affecting the rights of creditors generally.
 “ Default ” means any event or condition that constitutes an Event of Default or that, upon notice, lapse of time or both hereunder would, unless cured or waived, become an Event of Default.
 “ Default Right ” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.
 “ Defaulting Lender ” means, subject to Section 2.22(b) , any Lender that (a) has failed to perform any of its funding obligations hereunder (or otherwise failed to pay over to the Administrative Agent or the Collateral Agent any amounts owed by such Lender hereunder), including in respect of its Loans or participations in respect of Letters of Credit, within two (2) Business Days of the date required to be funded by it hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, (b) has notified the Borrower, the Administrative Agent, any Issuing Bank or any Lender that it does not intend to comply with its funding obligations or has made a public statement or provided any written notification to any Person to that effect with respect to its funding obligations hereunder or under other agreements in which it commits to extend credit (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after request by the Administrative Agent (whether acting on its own behalf or at the reasonable request of the Borrower (it being understood that the Administrative Agent shall comply with any such reasonable request)) or any Issuing Bank, to confirm in a manner satisfactory to the Administrative Agent, such Issuing Bank and the Borrower that it will comply with its funding obligations; provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower, (d) otherwise failed to pay over to the Administrative Agent, the Collateral Agent or any Lender any other amount required to be paid by it hereunder within two (2) Business Days of the date when due, unless the subject of a good faith dispute or subsequently cured, or (e) has, or has a direct or indirect parent company that
 28
     

 has, (i) become or is insolvent (or has admitted in writing that it is insolvent), (ii) become the subject of a proceeding under any Debtor Relief Law, (iii) had a receiver, conservator, trustee, administrator, examiner, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a substantial part of its assets or a custodian appointed for it or a substantial part of its assets, (iv) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment or (v) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority, where such ownership interest or proceeding does not result in or provide such Lender or Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender or Person (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Lender or Person. Any determination by the Administrative Agent or the Required Lenders that a Lender is a Defaulting Lender under any one or more of clauses (a) through (e) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.22(b) ) upon delivery of written notice of such determination to the Borrower and each Lender.
 “ Defaulting Lender Fronting Exposure ” means, at any time there is a Defaulting Lender, with respect to any Issuing Bank, such Defaulting Lender’s Applicable Percentage of the Loan Document Obligations with respect to the Letters of Credit issued by such Issuing Bank other than Loan Document Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or cash collateralized in accordance with the terms hereof.
 “ Designated Non-Cash Consideration ” has the meaning assigned to such term in Section 6.05(k) .
 “ Disclosure Limitations ” has the meaning assigned to such term in Section 5.01 .
 “ D…

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